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MAKEUP.COM S-1/A Filing

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					                                  As filed with the Securities and Exchange Commission on April 18 , 2012
                                                                                                                        Registration No. 333-172543



                                                     UNITED STATES
                                         SECURITIES AND EXCHANGE COMMISSION
                                                  Washington, D.C. 20549
                                                                     _____________

                                                                   Amendment No. 8
                                                                        to
                                                                    Form S-1
                               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                    _____________


                                                             SearchCore, Inc.
                                                   (Exact name of registrant as specified in its charter)
                                                                    _____________

                            Nevada                                         8741                                  43-2041643
                 (State or other jurisdiction of              (Primary Standard Industrial                    (I.R.S. Employer
                 incorporation or organization                Classification Code Number)                    Identification No.)
                                                                     _____________

                        1300 Dove Street, Suite 100
                         Newport Beach, CA 92660                                                      (855) 420-2262
                  (Address, including zip code, of registrant’s                                     (Telephone number,
                         principal executive offices)                                               including area code)
                                                                   _____________
                                                         James Pakulis, Chief Executive Officer
                                                                   SearchCore, Inc.
                                                             1300 Dove Street, Suite 100
                                                              Newport Beach, CA 92660
                                                                   (855) 420-2262

                                                   (Name, address, including zip code, and telephone
                                                   number, including area code, of agent for service)

                                                                       COPIES TO:

                                                                Brian A. Lebrecht, Esq.
                                                               The Lebrecht Group, APLC
                                                                  9900 Research Drive
                                                                   Irvine, CA 92618
                                                                     (949) 635-1240
                                                                    _____________

                                     Approximate date of commencement of proposed sale to the public:
                                      From time to time after this registration statement becomes effective.

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. 

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):

              Large accelerated filer                                  Accelerated filer                              
              Non-accelerated filer                                    Smaller reporting company                      
              (Do not check if a smaller reporting company)
                                                 CALCULATION OF REGISTRATION FEE

                                                                                         Proposed               Proposed
                                                                    Amount               maximum                maximum             Amount of
                                                                     to be             offering price           aggregate           registration
Title of each class of securities to be registered                 registered            per share            offering price             fee
Common Stock offered for sale                                        5,000,000         $         3.00         $ 15,000,000        $         1741.50
Common Stock of certain selling shareholders                         4,397,500 (1)     $         2.80 (2)     $ 12,313,000        $        1,429.54
Total Registration Fee                                                                                                            $        3,171.04

(1)     Consists of shares of common stock held by 30 selling shareholders. Pursuant to Rule 416 of the Securities Act, this registration
statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported
to be registered hereby to be offered pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent
dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this
registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result
of a split of, or a stock dividend paid with respect to, the registered securities.
(2)    The registration fee is calculated pursuant to Rule 457(c) of the Securities Act of 1933 based on the average of the high and low
transaction prices on February 22, 2011.

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
 with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the
 offer or sale is not permitted.

                                                  Subject to Completion, Dated April 18 , 2012




                                                               PROSPECTUS

                                                   Up to 9,397,500     shares of common stock

                                                           SEARCHCORE, INC.

         We are hereby registering 5,000,000 shares, representing 5.7% of our outstanding common stock if all shares are sold, for sale by us to
investors at a price of $3.00 per share. We are also hereby registering up to 4,397,500 shares, representing approximately 5.3% of our current
outstanding common stock, for sale by 30 of our existing shareholders. This offering will terminate on the earlier of (i) when all 9,397,500
shares are sold or (ii) on the date which is three years after the effective date hereof, unless we terminate it earlier.

         Investing in the common stock involves risks. SearchCore, Inc. (formerly General Cannabis, Inc.), while not a development
stage company, is a company with limited operations, limited income, and limited assets, and you should not invest unless you can
afford to lose your entire investment. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense. Our common stock is governed under The Securities Enforcement
and Penny Stock Reform Act of 1990, and as a result you may be limited in your ability to sell our stock.

 Shares sold for our benefit will be sold at a price of $3.00 per share. These shares will be offered by certain of our officers and directors,
primarily, James Pakulis and Douglas Francis, our Chief Executive Officer and President, respectively, on a best efforts basis with no
minimum.

 Shares sold by selling stockholders will be sold by them on their own behalf at prevailing market prices or at privately negotiated prices. The
selling stockholders, and any participating broker-dealers, may be deemed to be “underwriters” within the meaning of the Securities Act of
1933, as amended, or the “Securities Act,” and any commissions or discounts given to any such broker-dealer may be regarded as underwriting
commissions or discounts under the Securities Act. SearchCore, Inc. is not selling any of the shares held by selling stockholders and therefore
will not receive any proceeds therefrom. The selling stockholders have informed us that they do not have any agreement or understanding,
directly or indirectly, with any person to distribute their common stock.

       Our common stock is quoted on the OTCQX tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol
“SRER.” The closing price of our common stock as reported by OTC Markets Group, Inc. on March 16, 2012 was $0.75.

                                          The date of this prospectus is __________________, 2012


                                                                         3
                                                        PROSPECTUS SUMMARY

                                                           SEARCHCORE, INC.

         We are a technology service provider, currently primarily involved in the medicinal cannabis industry.

         We are not engaged in the growing, harvesting, cultivation, possession, or distribution of cannabis. Instead, we assist the physicians,
dispensaries, and end-users within the medicinal cannabis industry in finding each other and in advertising their businesses.

          All of our operations are conducted through our wholly-owned subsidiaries, each of which is incorporated or qualified to do business
in the states in which it does so.

Recent Name Change

 Effective on January 6, 2012, we changed our name from General Cannabis, Inc. to SearchCore, Inc. This change was to more accurately
highlight the technology aspect of our business, and our intentions to expand into lines of business outside of the medicinal cannabis industry.

Controlled Substances Act

          Because the business activities of some of our customers is illegal under the Federal Controlled Substances Act, we may be deemed to
be aiding and abetting illegal activities through the services that we provide to those customers. Thus, our business, and specifically the
advertisements we sell for activities that may be deemed to be illegal under federal law, may be found to be in violation of this law, and the
federal government could decide to bring an action against us. As a result, we may be subject to enforcement actions by law enforcement
authorities, which would materially and adversely affect our business.

                                                           Corporate Information

         SearchCore, Inc. was formed on July 14, 2003 in the State of Nevada as Tora Technologies, Inc. On November 21, 2006, it changed
its name to Makeup.com Limited, on January 29, 1010, it changed its name to LC Luxuries Limited, and on November 5, 2010, it changed its
name to General Cannabis, Inc. Finally, on January 6, 2012, the company changed its name to SearchCore, Inc.

         Our corporate headquarters are located at 1300 Dove Street, Suite 100, Newport Beach, California 92660, and our telephone number
is (855) 420-2262. Our website is http://www.searchcore.com/. Information contained on our website is not incorporated into, and does not
constitute any part of, this prospectus.


                                                                       4
                                                             The Offering

Securities Offered:

                                We are registering to sell to new investors up to 5,000,000 shares of common stock. We will sell these
Shares Offered by SearchCore:
                                shares to new investors at $3.00 per share.

Shares Offered by Selling       We are registering 4,397,500 shares for sale by 30 selling stockholders, all of which are existing holders of
Stockholders:                   our common stock (see list of Selling Stockholders).


                                                                   5
                                                                 RISK FACTORS

          Any investment in our common stock involves a high degree of risk. You should consider carefully the following information,
together with the other information contained in this prospectus, before you decide to buy our common stock. If one or more of the following
events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected. In this
case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

          We face risks in developing our products and services and eventually bringing them to market. We also face risks that we will lose
some, or all of our market share in existing businesses to competition, or we risk that our business model becomes obsolete. The following
risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our
financial condition could be seriously harmed. We are not engaged in the growing, harvesting, cultivation, possession, or distribution of
cannabis. Instead, we assist the physicians, dispensaries, and end-users within the medicinal cannabis industry in finding each other. The
physicians and medical clinics are our direct clients. However, other entities in the medicinal cannabis industry, such as dispensaries, may and
do utilize our internet finder sites in order to procure business.

                                             Risk Factors Related to the Business of the Company

 Some of the business activities of some of our customers, while believed to be compliant with applicable state law, are illegal under federal
law because they violate the Federal Controlled Substances Act. If our customers are closed by law enforcement authorities, it will
materially and adversely affect our business.

 The medicinal cannabis industry is currently conducted in the 16 states, plus the District of Columbia, that have passed laws either
decriminalizing or legalizing the medicinal use of cannabis. However, under United States federal law, and more specifically the Federal
Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal. Most of our customers are dispensaries that
possess and transfer cannabis which we believe are for medical purposes, and we manage physician offices where patients, if warranted,
receive a letter of recommendation from a physician permitting them to enter a dispensary and acquire medicinal cannabis, both of which are
considered to be illegal under the Controlled Substances Act. We do have customers that are not involved in the medicinal cannabis industry,
although they are not material to our overall business. The federal, and in some cases state, law enforcement authorities have frequently closed
down dispensaries and investigated and/or closed physician offices that provide medicinal cannabis recommendations. To the extent that an
affected dispensary or physician office is a customer of ours, and that dispensary or physician office is closed, it will negatively affect our
revenue, and to the extent that it prevents or discourages new dispensaries and physician offices from entering the medicinal cannabis industry,
we will have fewer customers and thus it would have a material negative affect on our business and operations.

          Recently, the U.S. Attorney’s Office in California has publicized their intent to pursue not only growers and sellers of medicinal
cannabis, but also newspapers, radio stations, and other outlets that run advertisements for medicinal cannabis dispensaries. Dispensaries
constitute a material percentage of our revenue stream, and if they were prevented from advertising and thus growing their business, it could
have a material adverse effect on ours. In addition, while not specifically identified in the publicized statements, our websites could be
considered an outlet that runs advertisements for the medicinal cannabis industry. Thus, our business, and specifically the advertisements we
sell for activities that may be deemed to be illegal under federal law, may be found to be in violation of this law, and the federal government
could decide to bring an action against us. Legal action by the U.S. Attorney’s Office against outlets such as ours that run advertisements for
dispensaries may have a material effect on our business. Predicated on the legal action taken, it may cause a decrease in sales to the point
where we are unable to continue as a going concern.


                                                                          6
 Because the business activities of some of our customers is illegal under the Federal Controlled Substances Act, we may be deemed to be
aiding and abetting illegal activities through the services that we provide to those customers. As a result, we may be subject to enforcement
actions by law enforcement authorities, which would materially and adversely affect our business.

 Under United States federal law, and more specifically the Federal Controlled Substances Act, the possession, use, cultivation, and transfer of
cannabis is illegal. We provide services to customers that are engaged in those illegal businesses. As a result, law enforcement authorities, in
their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited, to a claim of
aiding and abetting another’s criminal activities. The federal aiding and abetting statute provides that anyone who “commits an offense against
the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a).

         Our business, and specifically the advertisements we sell for activities that may be deemed to be illegal under federal law, may be
found to be in violation of this law, and the federal government could decide to bring an action against us. As a result of such an action, we
may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on
our business and operations.

         We face various risks related to our restatements .

          On December 19, 2011, we announced in a current report filed with OTC Markets that management believes our acquisition of
WeedMaps, LLC in November, 2010 may be more accurately reflected if it was accounted for as a reverse acquisition accompanied by a
recapitalization (a capital transaction in substance) with no goodwill being recorded. Likewise, our acquisition of Synergistic Resources, LLC
in December, 2010 may be more accurately reflected if it is accounted for as a business combination using the acquisition method (fair value),
where the excess of the fair value of consideration transferred is considered to be goodwill. Following consultation with our auditors, on
February 28, 2012 we restated our financial statements for the fiscal quarters ended March 31, 2011, June 30, 2011, and September 30, 2011,
and for the year ended December 31, 2010. Our restatements included a reduction to the amount allocated to the management contract
intangible asset and the amortization period, the reclassification of the earn-out provision from equity to liability, and the expensing of the
capitalized software costs. See Note 25 to our Financial Statements. We cannot assure that there are no significant deficiencies or material
weaknesses in our existing controls or that we have effective disclosure controls and procedures and internal controls over financial reporting.

         The restatement of these financial statements may lead to legal and regulatory issues. If such issues were to arise, the defense of any
such issues may cause the diversion of management’s attention and resources, and may require the payment of damages if any such claims or
proceedings are not resolved in our favor. Even if resolved favorably, there could be significant expenses. This may also affect our ability to
raise capital or obtain financing. Additionally this may result in the resignation of our auditors which may, among other things, cause a delay
in the preparation of future financial statements and increase expenditures related to the retention of new auditors. The process of retaining
new auditors may limit our access to the capital markets for an extended period of time. Moreover, the potential negative publicity focusing on
the restatement and negative reactions from stockholders, creditors or others with whom business is conducted, in conjunction with or
separately from, the occurrence of any of the foregoing, could harm our business and reputation and cause the price of our common stock to
decline.


                                                                        7
 We have a limited operating history and limited historical financial information upon which you may evaluate our performance.

          You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies
that, like us, are in their early stages of operations. We may not successfully address all of the risks and uncertainties or successfully
implement our existing and new products and services. If we fail to do so, it could materially harm our business and impair the value of our
common stock, resulting in a loss to shareholders. Even if we accomplish these objectives, we may not generate the positive cash flows or
profits we anticipate. Although we were incorporated in Nevada in 2003, the vast majority of the business that we conduct now was started or
acquired in 2010. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new
products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product
development, the inability to employ or retain talent, inadequate sales and marketing, and regulatory concerns. The failure by us to meet any of
these conditions would have a materially adverse effect upon us and may force us to reduce, curtail, or discontinue operations. No assurance
can be given that we can or will ever be successful in our operations and operate profitably.

 Approximately 14% of our gross revenue in 2011 came from a single contractual arrangement with a professional medical corporation
that owns medicinal cannabis clinics. During February 2012, we committed to a definitive plan to terminate the management agreement
and services associated with the agreement, which resulted in our Medical Clinic Management segment being reported as discontinued
operations. As a result, we will lose significant revenue.

          We have decided to terminate our management agreement resulting in the closure of General Health Solutions, Inc., which constitutes
our entire Medical Clinic Management segment. During February 2012, we committed to a definitive plan to terminate the management
agreement and services associated with the agreement, which resulted in General Health Solutions, Inc., our Medical Clinic Management
segment being reported as discontinued operations. We anticipate being fully divested of all management responsibilities as per the
management agreement by the close of the first quarter of 2012. For comparative purposes, all prior periods presented have been restated to
reflect the reclassification of this segment to discontinued operations on a consistent basis. As a result, we did not record approximately $2
million in revenues for the fiscal year ended December 31, 2011. See Note 9. Discontinued Operations.

         If we are unable to meet our future capital needs, we may be required to reduce or curtail operations, or shut down completely.

         To date we have relied on cash flow from operations and funding from a small group of individual investors, including James Pakulis,
to fund operations. We have limited cash liquidity and capital resources. Our cash on hand as of December 31, 2011, was approximately $1.51
million. For the year ended December 31, 2011, our total revenue was approximately $11.92 million, our operating income was $1.45 million,
and our net income from continuing operations was approximately $1.02 million.

          Our future capital requirements will depend on many factors, including our ability to market our products successfully, cash flow from
operations, locating and retaining talent, and competing market developments. Our business model requires that we spend money (primarily on
advertising and marketing) in order to generate revenue. Based on our current financial situation we may have difficulty continuing our
operations at their current level, or at all, if we do not raise additional financing in the near future. Additionally, we would like to continue to
acquire assets and operating businesses, which will likely require additional cash. Although we currently have no specific plans or
arrangements for acquisitions or financing, we intend to raise funds through private placements, public offerings or other financings. Any
equity financings would result in dilution to our then-existing stockholders. Sources of debt financing may result in higher interest
expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we may be required to reduce, curtail,
or discontinue operations. There is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and
capital requirements.


                                                                         8
         Because we face intense competition, we may not be able to operate profitably in our markets.

 The market for the services that we offer is highly competitive. The competition will most likely increase if more states permit the use of
medicinal cannabis. The increased competition may hinder our ability to successfully market our products and services. We may not have the
resources, expertise or other competitive factors to compete successfully in the future. We expect to face additional competition from existing
competitors and new market entrants in the future. Some of our competitors will have greater resources than we do. As a result, these
competitors may be able to:

     ●      develop and expand their product and service offerings more rapidly;
     ●      adapt to new or emerging changes in customer requirements more quickly;
     ●      take advantage of acquisition and other opportunities more readily; and
     ●      devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can. See
            “The Company - Competition.”

        If no additional states allow the medicinal use of cannabis, or if one or more states that currently allow it reverse their position, we
may not be able to continue our growth, or the market for our products and services may decline.

          Currently, sixteen states and the District of Columbia allow the use of medicinal cannabis. There can be no assurance that the number
of states that allow the use of medicinal cannabis will grow, and if it does not, there can be no assurance that the sixteen existing states and/or
the District of Columbia won’t reverse their position and disallow it. If either of these things happens, then not only will the growth of our
business be materially impacted, we may experience declining revenue as the market for our products and services declines.

         If we are unable to attract and retain key personnel, we may not be able to compete effectively in our market.

         Our success will depend, in part, on our ability to attract and retain key management, including primarily James Pakulis and Douglas
Francis, but also our technical experts and sales and marketing personnel. We attempt to enhance our management and technical expertise by
recruiting qualified individuals who possess desired skills and experience in certain targeted areas. We have also employed management from
companies that we have acquired. Our inability to retain employees and attract and retain sufficient additional employees, and information
technology, engineering and technical support resources, could have a material adverse effect on our business, financial condition, results of
operations and cash flows. The loss of key personnel could limit our ability to develop and market our products.

         Because our officers and directors control a large percentage of our common stock, they have the ability to influence matters
affecting our shareholders.

          Our officers and directors beneficially own over 68% of our outstanding common stock. As a result, they have the ability to influence
matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of
our shares. Because they control such shares, investors may find it difficult to replace our directors and management if they disagree with the
way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best
interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common
stock. See “Principal Shareholders.”


                                                                         9
         We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business .

         We have, and may in the future, experience rapid growth and development in a relatively short period of time. The management of
this growth will require, among other things, continued development of our financial and management controls and management information
systems, stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel and the
training of new personnel. We intend to utilize outsourced resources, and hire additional personnel, in order to manage our expected growth
and expansion. Failure to successfully manage our possible growth and development could have a material adverse effect on our business and
the value of our common stock.

 In the states where medicinal cannabis is permitted, local laws and regulations could adversely affect our clients, including causing some
of them to close, which would materially and adversely affect our business.

 Even in areas where the medicinal use of cannabis is legal under state law, there are also local laws and regulations that affect our clients. For
example, in some cities or counties a medical cannabis dispensary is prohibited from being located within a certain distance from schools or
churches. These local laws and regulations may cause some of our customers to close, impacting our revenue and having a material effect on
our business and operations. In addition, the enforcement of identical rules or regulations as it pertains to medicinal cannabis may vary from
municipality to municipality, or city to city.

 Our websites are visible in jurisdictions where medicinal use of cannabis is not permitted, and as a result we may be found to be violating
the laws of those jurisdictions.

 Internet websites are visible by people everywhere, not just in jurisdictions where the activities described therein are considered legal. As a
result, we may face legal action from a state or other jurisdiction against us for engaging in activity illegal in that state or jurisdiction.

         Our industry is experiencing rapid growth and consolidation that may cause us to lose key relationships and intensify competition.

         The medicinal cannabis industry is undergoing rapid growth and substantial change. This includes new states that may allow
medicinal use of marijuana. This has resulted in increasing consolidation and formation of strategic relationships. For example, we have
already consolidated several businesses in the medicinal cannabis industry, and we have entered into strategic advertising relationships with a
laboratory that tests cannabis. A cancellation of our relationship with this group or any group that we form a relationship in the future may
have a negative impact on the company because it could limit our advertising exposure or the number of customers that use our websites. We
make no assurance that any relationship we have established will continue.

         Acquisitions or other consolidating transactions that don’t involve us could nevertheless harm us in a number of ways, including:

     ●      we could lose strategic relationships if our strategic partners are acquired by or enter into relationships with a competitor (which
            could cause us to lose access to distribution, content, technology and other resources);
     ●      The relationship between us and the strategic partner may deteriorate and cause an adverse effect on our business;
     ●      we could lose customers if competitors or users of competing technologies consolidate with our current or potential customers; and
     ●      our current competitors could become stronger, or new competitors could form, from consolidations.

         Any of these events could put us at a competitive disadvantage, which could cause us to lose customers, revenue and market
share. Consolidation could also force us to expend greater resources to meet new or additional competitive threats, which could also harm our
operating results.


                                                                        10
         We rely on the continued reliable operation of third parties’ systems and networks and, if these systems and networks fail to
operate or operate poorly, our business and operating results will be harmed.

         Our operations are in part dependent upon the continued reliable operation of the information systems and networks of third
parties. These include a variety of service providers including web browsers sites such as Google or MSN in which the majority of our
customers locate us, internet and telephone providers or other communication providers such as for cell phone and texting. If these third parties
do not provide reliable operation, our ability to service our customers will be impaired and our business, reputation and operating results could
be harmed.

          The Internet and our network are subject to security risks that could harm our business and reputation and expose us to litigation
or liability.

           Online commerce and communications depend on the ability to transmit confidential information and licensed intellectual property
securely over private and public networks. Any compromise of our ability to transmit and store such information and data securely, and any
costs associated with preventing or eliminating such problems, could damage our business, hurt our ability to distribute products and services
and collect revenue, threaten the proprietary or confidential nature of our technology, harm our reputation, and expose us to litigation or
liability. We also may be required to expend significant capital or other resources to protect against the threat of security breaches or hacker
attacks or to alleviate problems caused by such breaches or attacks. Any successful attack or breach of our security could hurt consumer
demand for our products and services, and expose us to consumer class action lawsuits and harm our business.

         We may be unable to adequately protect our proprietary rights.

          Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property and technology, including
both internally developed technology and technology licensed from third parties. To the extent we are able to do so, in order to protect our
proprietary rights, we will rely on a combination of trademark, copyright and trade secret laws, confidentiality agreements with our employees
and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value of our
intellectual property:

     ●     Our applications for trademarks and copyrights relating to our business may not be granted and, if granted, may be challenged or
           invalidated;
     ●     Issued trademarks and registered copyrights may not provide us with any competitive advantages;
     ●     Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;
     ●     Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or
           superior to those we develop; or
     ●     Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to
           continue to offer the contested feature or service in our products.

         We may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us
relating to intellectual property rights.

         We may be forced to litigate to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the
validity and scope of other parties’ proprietary rights. Any such litigation could be very costly and could distract our management from
focusing on operating our business. The existence and/or outcome of any such litigation could harm our business.

 Further, because the content of much of our intellectual property concerns cannabis and other activities that are not legal in some state
jurisdictions, we may face additional difficulties in defending our intellectual property rights.


                                                                       11
         Interpretation of existing laws that did not originally contemplate the Internet could harm our business and operating results.

          The application of existing laws governing issues such as property ownership, copyright and other intellectual property issues to the
Internet is not clear. Many of these laws were adopted before the advent of the Internet and do not address the unique issues associated with
the Internet and related technologies. In many cases, the relationship of these laws to the Internet has not yet been interpreted. New
interpretations of existing laws may increase our costs, require us to change business practices or otherwise harm our business.

        It is not yet clear how laws designed to protect children that use the Internet may be interpreted, and such laws may apply to our
business in ways that may harm our business.

          The Child Online Protection Act and the Child Online Privacy Protection Act impose civil and criminal penalties on persons
distributing material harmful to minors (e.g., obscene material) over the Internet to persons under the age of 17, or collecting personal
information from children under the age of 13. We do not knowingly distribute harmful materials to minors or collect personal information
from children under the age of 13. The manner in which these Acts may be interpreted and enforced cannot be fully determined, and future
legislation similar to these Acts could subject us to potential liability if we were deemed to be non-compliant with such rules and regulations,
which in turn could harm our business.

         We may be subject to market risk and legal liability in connection with the data collection capabilities of our products and services.

         Many of our products are interactive Internet applications that by their very nature require communication between a client and server
to operate. To provide better consumer experiences and to operate effectively, our products send information to our servers. Many of the
services we provide also require that a user provide certain information to us. We post an extensive privacy policy concerning the collection,
use and disclosure of user data involved in interactions between our client and server products.

        Because we are in the cannabis industry, we have a difficult time obtaining the various insurances that are desired to operate our
business, which may expose us to additional risk and financial liabilities.

         Insurance that is otherwise readily available, such as workers compensation, general liability, and directors and officers insurance, is
more difficult for us to find, and more expensive, because we engaged in the medicinal cannabis industry. Thus far, we have been successful in
finding such policies, however it is at a cost that is higher than other businesses. There are no guarantees that we will be able to find such
insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from
entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

                                                     Risks Related To Our Common Stock

         As a result of published articles and research reports, and television interviews by our Chief Executive Officer that mentioned our
offering, we may have violated Section 5 of the Securities Act, and may have to rescind sales of our securities pursuant to this Prospectus.

          Section 5 of the Securities Act prohibits the offer and sale of the securities included in this Prospectus prior to the effectiveness of the
registration statement of which this Prospectus is a part. During the time that this Prospectus was under review by the Commission, several
articles and research reports were published that referenced us, the medicinal cannabis industry, and this offering. In addition, our Chief
Executive Officer, James Pakulis, participated in television interviews with Fox News and MSNBC that discussed the company, the medicinal
cannabis industry, and this offering. It is possible that these public communications could be considered an offer of securities in violation of
Section 5. If they were deemed to be an offer in violation of Section 5 by the Commission or a state securities regulator, they could force us to
make a rescission offer to some or all of the purchasers of the securities. At the time of a rescission offer, we may or may not have the
resources to fund the repurchase of the securities, and it may have a detrimental effect on our business and operations.


                                                                         12
       Our common stock is listed for quotation on the OTCQX tier of the marketplace maintained by OTC Markets Group, Inc., which
may make it more difficult for investors to resell their shares due to suitability requirements.

          Our common stock is currently quoted on the OTCQX tier of the marketplace maintained by OTC Markets Group,
Inc. Broker-dealers often decline to trade in over the counter stocks given the market for such securities are often limited, the stocks are more
volatile, and the risk to investors is greater. These factors may reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of
their shares. This could cause our stock price to decline.

      If we are unable to pay the costs associated with being a public, reporting company, we may not be able to continue trading on the
OTCQX and/or we may be forced to discontinue operations.

          We expect to have significant costs associated with being a public, reporting company, which may raise substantial doubt about our
ability to continue trading on the OTCQX and/or continue as a going concern. These costs include compliance with the Sarbanes-Oxley Act of
2002, which will be difficult given the limited size of our management, and we will have to rely on outside consultants. Accounting controls,
in particular, are difficult and can be expensive to comply with.

         Our ability to continue trading on the OTCQX and/or continue as a going concern will depend on positive cash flow, if any, from
future operations and on our ability to raise additional funds through equity or debt financing. If we are unable to achieve the necessary
product sales or raise or obtain needed funding to cover the costs of operating as a public, reporting company, our common stock may be
deleted from the OTCQX and/or we may be forced to discontinue operations.

         We do not intend to pay dividends in the foreseeable future.

        We do not intend to pay any dividends in the foreseeable future. We do not plan on making any cash distributions in the manner of a
dividend or otherwise. Our Board presently intends to follow a policy of retaining earnings, if any.

          We have the right to issue additional common stock and preferred stock without consent of stockholders. This would have the
effect of diluting investors’ ownership and could decrease the value of their investment.

         We have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent
or vote of our stockholders that would dilute stockholders’ percentage ownership of our company.

         In addition, our certificate of incorporation authorizes the issuance of shares of preferred stock, the rights, preferences, designations
and limitations of which may be set by the Board of Directors. Our certificate of incorporation has authorized issuance of up to 20,000,000
shares of preferred stock in the discretion of our Board. The shares of authorized but undesignated preferred stock may be issued upon filing of
an amended certificate of incorporation and the payment of required fees; no further stockholder action is required. If issued, the rights,
preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the
outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation.


                                                                        13
         Our President and Chief Executive Officer will eventually be permitted to sell some of their stock, which may have a negative effect
on our stock price and ability to raise additional capital, and may make it difficult for investors to sell their stock at any price.

          Douglas Francis and James Pakulis, our President and Chief Executive Officer, respectively, are the owners of an aggregate of
57,804,579 shares of our common stock, representing over 68% of our total issued shares. On October 17, 2011, we entered into a Lock-Up
Agreement with each of them that prevents them from selling any of their securities until the earlier to occur of (i) three months after
effectiveness of the registration statement of which this prospectus is a part, (b) we are no longer selling our securities in a primary sale
pursuant to the registration statement, or (c) the closing sale price for our common stock is over $3.00 for twenty (20) consecutive trading
days. Once one or more of these conditions are satisfied, either of them may be able to sell up to 1% of our outstanding stock (currently
approximately 831,000 shares) every 90 days in the open market pursuant to Rule 144, which may have a negative effect on our stock price and
may prevent us from obtaining additional capital. In addition, if either of them are selling their stock into the open market, it may make it
difficult or impossible for investors to sell their stock at any price.

         Our common stock is governed under The Securities Enforcement and Penny Stock Reform Act of 1990.

 The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in
connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to
be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity
security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has
been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for
less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three
years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.


                                                                       14
                                    SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

         We have made forward-looking statements in this prospectus, including the sections entitled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on
information currently available to our management. Forward-looking statements include the information concerning our possible or assumed
future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the
effects of future regulation, and the effects of competition. Forward-looking statements include all statements that are not historical facts and
can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or
similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks
outlined under “Risk Factors” and elsewhere in this prospectus.

          Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future
results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements
after the date of this prospectus to conform these statements to actual results, unless required by law.




                                                                        15
                                                             USE OF PROCEEDS

          This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We
will not receive any proceeds from the sale of shares of common stock by the selling stockholders in this offering. However, if we are able to
sell the entire 5,000,000 shares we will receive up to $15,000,000 from the sale of common stock we are registering at $3.00 per share, in an
offering conducted by our officers and directors.

          We do not intend to engage any broker/dealers for the sale of the shares, and thus do not expect to pay any sales commissions, in
which event, if all shares are sold, the net proceeds to us would be $15,000,000 based on an offering price of $3.00 per share. However, if we
do decide to pay sales commissions, the net proceeds (at an offering price of $3.00 per share and potential sales commissions of up to 10% of
the gross proceeds) from the sale of all the shares which we intend to offer to new investors would then be a maximum of
$13,500,000. Furthermore, we will have paid expenses in connection with the registration and sale of the common stock by the selling security
holders, who may be deemed to be underwriters in connection with their offering of shares.
          These proceeds would be received from time to time as sales of these shares are made by us. As set forth in the following table, we
will use those proceeds primarily for the acquisition of Internet intellectual property and revenue generating businesses, plus additional staffing
needs, with the remainder used for general working capital for operations. We intend to use the proceeds in the following order of priority:

                                                                              Assumed Offering (1)                Maximum Offering
Description of Use                                                           Amount         Percent              Amount       Percent

Internet Domain Name Acquisitions                                        $    2,000,000                 40 % $      5,000,000               33.3 %

Business Acquisitions                                                         1,000,000                 20 %        6,000,000               40.0 %

Staffing Needs                                                                 500,000                  10 %        1,500,000               10.0 %

Working Capital                                                               1,500,000                 30 %        2,500,000               16.7 %

 Total (2)                                                               $    5,000,000             100.0 % $     15,000,000               100.0 %

         (1) Assumes that we raise $5,000,000 in this offering. This offering is conducted on a best efforts basis with no minimum; therefore,
             we could raise less than $5,000,000.
         (2) The Offering is being sold by our officers and directors, who will not receive any compensation for their efforts. No sales fees or
             commissions will be paid to such officers or directors. Shares may be sold by registered broker or dealers who are members of
             the NASD and who enter into a Participating Dealer Agreement with us. Such brokers or dealers may receive commissions up to
             ten percent (10%) of the price of the Shares sold.


                                                                        16
        The above budgeted amounts are only for initial working purposes since we do not know how much we will need to spend on these
items. Even if we are able to sell the maximum shares and we are not able to sufficiently expand operations and increase revenues, we do not
know how long these funds will last, and we have no other specific plans for raising additional funds. The portion of any net proceeds not
immediately required will be invested in certificates of deposit or similar short-term interest bearing instruments.

                                                DETERMINATION OF OFFERING PRICE

          Our management has established the price of $3.00 per share based upon their estimates of the market value of SearchCore, Inc.
(formerly General Cannabis, Inc.) and the price at which potential investors might be willing to purchase the shares offered. In making the
determination as to the offering price, our management considered factors such as our revenues, our net income, the price that other
arms-length investors have paid recently for our common stock, the number of shares of our common stock that are issued and outstanding, as
well as the number of shares in our float, and the impact on our market of the extended quiet period necessitated by the registration statement of
which this Prospectus is a part.

        We are registering up to 4,397,500 shares for resale by existing holders of our common stock. These shares may be sold by the selling
stockholder at prevailing market prices or privately negotiated prices on any over the counter quotation medium or inter-dealer quotation
system.


                                                                       17
                                                     SELLING SECURITY HOLDERS

The following table provides information with respect to shares offered by the selling stockholders:

                                                                                            Percent
                                                      Shares for       Shares before         before        Shares after       Percent after
Selling stockholder                                      sale            offering           offering         offering          offering (1)

Ardelu Trust (2)                                           200,000            200,000         <1%                         -                   -
Steven J. Baldwin                                           20,000             20,000         <1%                         -                   -
Robert S. Wrinkle                                            2,000              2,000         <1%                         -                   -
Harvey L. & Harlene F. Backman Rev Fam Tr (3)               36,000             36,000         <1%                         -                   -
James A. & Jenifer A. Ryan                                   1,000              1,000         <1%                         -                   -
Mark & Analee Reutlinger (Community Property)              100,000            100,000         <1%                         -                   -
Mircha Panduru                                               5,000              5,000         <1%                         -                   -
Ronald L. Webb                                               3,000              3,000         <1%                         -                   -
Raphael A. Morris                                          100,000            100,000         <1%                         -                   -
Robert and Leonora Turkovich, JT                            30,000             30,000         <1%                         -                   -
Robert M. Phillps                                            1,000              1,000         <1%                         -                   -
Sherrie L. Backman                                          20,000             20,000         <1%                         -                   -
Brian Fritz                                                 15,000             15,000         <1%                         -                   -
Penelope S. McTaggart                                       50,000             50,000         <1%                         -                   -
David E. Backman                                            10,000             10,000         <1%                         -                   -
Monty M. Elkins 1995 Trust (4)                               4,500              4,500         <1%                         -                   -
Ronnie Colsen                                               50,000             50,000         <1%                         -                   -
Mark Oring                                                  25,000             25,000         <1%                         -                   -
Craig R. Jonov                                             100,000            100,000         <1%                         -                   -
Kim Opler                                                  375,000            375,000         <1%                         -                   -
Donald B. Lashley                                          125,000            125,000         <1%                         -                   -
Millennium Trust Company, LLC FBO Sherrie
Backman Roth IRA                                            30,000             30,000         <1%                      -                  -
Revyv, LLC (5)                                             250,000            500,000         <1%                250,000               <1%
Synergistic Resources, LLC (6)                           2,000,000          2,000,000        2.40%                     -                  -
Justin Hartfield (7)                                       250,000          8,200,000        9.84%             7,950,000                9.0 %
Keith Hoerling (7)                                         250,000          8,200,000        9.84%             7,950,000                9.0 %
Millennium Trust Company, LLC FBO David E
Backman Roth IRA #90GP29016                                 50,000             50,000         <1%                         -                   -
Nina Beatrice Rung-Hoch                                    120,000            120,000         <1%                         -                   -
The Lebrecht Group, APLC (8)                               100,000            100,000         <1%                         -                   -
Adnant, LLC (9)                                             75,000             75,000         <1%                         -                   -


Total                                                    4,397,500         20,547,500             24.7 %      16,150,000               18.3 %


                                                                      18
         (1) Based on 88,340,256 shares outstanding, which includes the 5,000,000 shares offered for sale to new investors by us in this
             offering. This offering is on a best-efforts basis with no minimum, therefore, we could sell less than 5,000,000 shares being
             offered to new investors.
         (2) The trust is controlled by Randall Delue.
         (3) The trust is controlled by Harvey L. & Harlene F. Backman, its Trustees.
         (4) The trust is controlled by Monty M. Elkins, its Trustee.
         (5) Revyv, LLC is controlled by James Johnson, Robert Johnson, and David Johnson, its members. James Johnson and David
             Johnson were formerly employed by our wholly-owned subsidiary, General Management Solutions, Inc.
         (6) Synergistic Resources, LLC is controlled by Brent Inzer, its manager. Brent Inzer is employed by us.
         (7) All shares of stock held by Mr. Hartfield and Mr. Hoerling (whether included in this registration statement or not) are subject to a
             written lock-up agreement whereby none of the shares may be sold prior to June 30, 2011, up to twenty five percent (25%) of the
             shares may be sold beginning on June 30, 2011, and the remaining shares may be sold beginning on November 30, 2011. Mr.
             Hartfield and Mr. Hoerling are employed by us.
         (8) The Lebrecht Group, APLC is our legal counsel. Voting and dispositive control for securities owned by The Lebrecht Group,
             APLC is with Brian A. Lebrecht.
         (9) Adnant, LLC is controlled by Sabas Carrillo, its manager. Mr. Carrillo provides services to us as an independent contractor in the
             areas of accounting and financial statement preparation.

          All of the shares held by the selling stockholders are restricted securities as that term is defined in Rule 144 promulgated under the
Securities Act of 1933. Further, SearchCore, Inc. (formerly General Cannabis, Inc.) was, prior to November 19, 2010, a non-operating shell
company. As a result, selling shareholders are not eligible to resell their shares in the open market unless and until the earlier of (i) the
effectiveness of the registration statement of which this Prospectus is a part, or (ii) until SearchCore “cures” its shell status by meeting the
following requirements: (1) it is no longer a shell company as defined in Rule 144(i)(1), (2) it is subject to the reporting requirements of the
Exchange Act and has filed all reports (other than Form 8-K reports) required under the Exchange Act for the preceding 12 months (or for a
shorter period that the issuer was required to file such reports and materials); and, (3) it has filed current “Form 10 information” with the
Commission reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1), and at least one year has elapsed since the
issuer filed that information with the Commission. The Company filed “Form 10 information” with the Commission on March 3, 2011. Those
selling stockholders that are affiliates will further be limited to selling a maximum of one percent (1%) of our outstanding shares of common
stock every 90 days.


                                                                       19
                                                            PLAN OF DISTRIBUTION

         We, through our officers and directors, intend to offer up to 5,000,000 shares at a price of $3.00 per share to potential investors. We
have not at this point engaged any broker-dealers licensed by The Financial Industry Regulatory Authority for the sale of these shares and
presently have no intention to do so. If we engaged any broker-dealers, they may be acting as underwriters for the offering of these shares.

 Our officers and directors intend to seek to sell the common stock to be sold by us in this offering by contacting persons with whom they have
had prior contact who have expressed interest in us, and by seeking additional persons who may have interest through various methods such as
mail, telephone, and email. Any solicitations by mail, telephone, or email will be preceded by or accompanied by a copy of this
Prospectus. We do not intend to offer the securities over the Internet or through general solicitation or advertising. Our officers and directors
are relying on an exemption from registration as a broker-dealer pursuant to Rule 3a4-1 of the Securities Exchange Act of 1934 in that they are
not statutorily disqualified, are not associated with a broker or dealer, are not receiving compensation related to these transactions, and perform
substantial other duties for us.

 Our common stock is quoted on the OTCQX tier of the marketplace maintained by OTC Markets Group, Inc. under the symbol “SRER.” The
selling stockholders will be able to sell their shares referenced under “Selling Security Holders” from time to time at prevailing market prices
or in privately negotiated sales. Any securities sold in brokerage transactions will involve customary brokers’ commissions.

        We will pay all expenses in connection with the registration and sale of the common stock by the selling security holders, who may be
deemed to be underwriters in connection with their offering of shares. The estimated expenses of issuance and distribution are set forth below:

         Registration Fees                                                     Approximately                                    $      7,900
         Transfer Agent Fees                                                   Approximately                                             500
         Costs of Printing and Engraving                                       Approximately                                             500
         Legal Fees                                                            Approximately                                          45,000
         Accounting and Audit Fees                                             Approximately                                          35,000
          Total                                                                                                                 $     88,900


         Under the securities laws of certain states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. The selling stockholders are advised to ensure that any underwriters, brokers, dealers or agents effecting transactions on
behalf of the selling stockholders are registered to sell securities in all fifty states. In addition, in certain states the shares of common stock may
not be sold unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is
available and we have complied with them. The selling stockholders and any brokers, dealers or agents that participate in the distribution of
common stock may be considered underwriters, and any profit on the sale of common stock by them and any discounts, concessions or
commissions received by those underwriters, brokers, dealers or agents may be considered underwriting discounts and commissions under the
Securities Act of 1933.


                                                                          20
         The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny
stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny
stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any
equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such
issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous
operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated therewith.

         In accordance with Regulation M under the Securities Exchange Act of 1934, neither we nor the selling stockholders (other than our
officers and directors who will sell shares of common stock on our behalf, and then only in compliance with Regulation M) may bid for,
purchase or attempt to induce any person to bid for or purchase, any of our common stock while we or they are selling stock in this
offering. Neither we nor any of the selling stockholders intends to engage in any passive market making or undertake any stabilizing activity
for our common stock. None of the selling stockholders will engage in any short selling of our securities. We have been advised that under the
rules and regulations of the FINRA, any broker-dealer may not receive discounts, concessions, or commissions in excess of 10% in connection
with the sale of any securities registered hereunder.

          On October 17, 2011, we entered into a Lock-Up Agreement with James Pakulis and Douglas Francis that prevents them from selling
any of their securities until the earlier to occur of (i) three months after effectiveness of the registration statement of which this prospectus is a
part, (b) we are no longer selling our securities in a primary sale pursuant to the registration statement, or (c) the closing sale price for our
common stock is over $3.00 for twenty (20) consecutive trading days.


                                                                         21
                                                      DESCRIPTION OF SECURITIES

         Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred
stock, par value $0.001. As of the date of this Registration Statement, there are 83,340,256 shares of our common stock issued and
outstanding, and no shares of preferred stock issued or outstanding.

         Common Stock . Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders,
including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on
by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more
than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to
receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole
discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to
share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each
class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion,
preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

         Preferred Stock . We are authorized to issue 20,000,000 shares of preferred stock. The rights, privileges, and preferences of our
preferred stock can be set by our Board of Directors without further shareholder approval. We have not authorized or established any series’ of
preferred stock, and none are anticipated. There are no shares of preferred stock issued or outstanding. The availability or issuance of these
shares could delay, defer, discourage or prevent a change in control.

         Dividend Policy . We have not declared or paid a cash dividend on our capital stock in our last two fiscal years and we do not expect
to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our
business. Any dividends declared in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be
imposed by our lenders.

         Options, Warrants and Convertible Securities . On November 19, 2010, we entered into an Agreement and Plan of Reorganization
and Merger pursuant to which we acquired 100% of the membership interests of WeedMaps, LLC, a Nevada limited liability company. In
addition to the consideration paid, the two principals of WeedMaps, LLC can collectively earn up to an aggregate of Sixteen Million
(16,000,000) additional shares of our common stock pursuant to certain earn-out provisions in the Purchase Agreement (which earn-out
provisions have been satisfied for the first year; we correspondingly expect to issue 6,000,000 shares in the first quarter of 2012).

 Pursuant to the terms of a marketing services agreement with Crystal Research Associated, LLC dated October 5, 2010, we issued four-year
warrants to acquire 250,000 shares of our common stock at $4.00 per share. Crystal Research will perform traditional investor relations
services for us, including public dissemination of our financial and other information, as well as the preparation of a research report and up to
four quarterly updates.

                                            INTEREST OF NAMED EXPERTS AND COUNSEL

       The Lebrecht Group, APLC serves as our legal counsel in connection with this offering. The Lebrecht Group owns 100,000 shares of
our common stock.


                                                                        22
                                                        DESCRIPTION OF BUSINESS

Recent Name Change

          Effective on January 6, 2012, we changed our name from General Cannabis, Inc. to SearchCore, Inc. This change was to more
accurately highlight the technology aspect of our business, and our intentions to expand into lines of business outside of the medicinal cannabis
industry. Our core service is to help businesses (currently dispensaries) connect with consumers and businesses in their internet
searches. Currently, when a consumer or business utilizes our technological platform, they are searching primarily for dispensaries, dispensary
related items, social engagement and/or reviews. We believe that the success of our technology enables us to expand to non-cannabis related
industries and provide comparable features. The company has not yet identified the specific industries in which it will offer our technological
services. However, once we identify a viable industry, we will then apply the same technological methodology that we apply to the medicinal
cannabis industry. Specifically, retaining a sales team to contact stores in that industry and offer our finder site and search engine optimization
services. The stores will pay a fee to us, and we then will market and promote their products and services on a custom website. The end result
is increased traffic to the stores, and increased revenue to us. Therefore, our business model is being modified in the sense that we are
intending to expand our technology based services to a larger audience.

          We provide a focused variety of services to the medicinal cannabis industry. We are not engaged in the growing, harvesting,
cultivation, possession, or distribution of cannabis. Instead, we assist the physicians, dispensaries, and end-users in the medicinal cannabis
industry in finding each other and in advertising their businesses. We were incorporated in the State of Nevada in 2003.

The Medicinal Cannabis Industry

 Sixteen states, plus the District of Columbia, have adopted laws that exempt patients from state criminal penalties who use medicinal cannabis
under a physician’s supervision. These are collectively generally referred to as the states that have de-criminalized medicinal cannabis,
although there is a subtle difference between de-criminalization and legalization, and each state’s laws are different. The states are as follows
(in alphabetical order):

               Alaska,
               Arizona,
               California,
               Colorado,
               Delaware
               District of Columbia,
               Hawaii,
               Maine,
               Michigan,
               Montana,
               Nevada,
               New Jersey,
               New Mexico,
               Oregon,
               Rhode Island,
               Vermont, and
               Washington.


                                                                        23
         As of April 2012, twelve states have pending legislation or ballot measures to legalize medical marijuana. The states are as follows (in
alphabetical order):

               Alabama,
               Connecticut,
               Idaho,
               Illinois,
               Kansas,
               Maryland,
               Massachusetts,
               Missouri,
               New Hampshire,
               New York,
               Ohio, and
               Pennsylvania,

          Medical cannabis decriminalization is generally referred to as the removal of all criminal penalties for the private possession and use
of cannabis by adults, including cultivation for personal use and casual, nonprofit transfers of small amounts. Legalization is generally referred
to as the development of a legally controlled market for cannabis, where consumers purchase from a safe, legal, and regulated source.

         The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places
controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as highly addictive and
having no medical value. Doctors may not prescribe cannabis for medical use under federal law, however they can recommend its use under
the First Amendment. In 2010, the United States Veterans Affairs Department clarified that veterans using medicinal cannabis will not be
denied services or other medications that are denied to those using illegal drugs.

Our Principal Services

 Our principal services are offered through the following wholly owned subsidiaries.

WeedMaps Media, Inc.

WeedMaps Media, Inc. is our wholly-owned subsidiary, and its primary operation is the Internet website , www.weedmaps.com
. WeedMaps.com is an online finder site service that allows patients to find local medical cannabis dispensaries, which are also referred to as
collectives. Dispensaries are locations where patients who have received letters of recommendation from a health care provider can purchase
medicinal cannabis, as well as a variety of other non-cannabis related items including, but not limited to, apparel accessories, posters, bumper
stickers, concert tickets, books and musical CD’s.


                                                                       24
 WeedMaps.com specializes in search engine optimization (SEO) for widely used medical cannabis industry search terms. The dispensaries
pay a fee to WeedMaps in order to subscribe to the various services available. WeedMaps.com has an estimated six million page views per
month. WeedMaps.com generates income by providing the dispensary owner a variety of advertising choices, including gold, silver and
bronze advertising packages. The Gold Listing comes up first on the Google Map, first on the Regional Listing Page, and first on the Featured
Five Slide Bar and also has a large distinctive red icon on the Google map all of which, taken together, allow for heightened visibility. The
Silver Listing comes up second on the Regional listing Page, second on the Featured Five Slide Bar and has a large distinctive blue icon on the
Google map allowing for heightened visibility. The Bronze listing comes up third on the Regional Listing Page and third on the Featured Five
Slide Bar. The preferred positions convert at higher click through rate to the customer’s actual listing page. On average, the click through rate
for a premium listing compared to a standard listing in their geographical regions is 4-to-1 for a Gold, 3-to-1 for a Silver and 2-to-1 for a
Bronze. Predicated on the select package, WeedMaps markets the respective dispensary online, and advertises their products.

         The range of prices charged for each advertising package tier differs per region, and per each tier package. We currently market to
140 regions. Regions are internally created based on geographic location and demographics. The smallest number and the highest number of
regions over the past six months is 130 and 150, respectively. The complete range of pricing includes the following: Gold packages range from
$700 to $10,000 per month; the Silver Package range is from $500 to $6,000 per month; the Bronze Package range is from $500 to $5,000 per
month; the Copper Package range is from $500 to $4,000 per month; and the Nickel Package range is from $500 to $3,000 per month. Listing
costs vary per region based on site traffic, number of page views received per region, geographical demographics, and patient demand.

          The cost per featured listing, which includes Gold, Silver, Bronze, Copper and Nickel Packages, vary per region and remain in place
for a minimum of 90 days (3 months). In addition, the cost per each featured listing per each geographical area varies which is predicated on
site traffic, number of page views received per region, geographical demographics, and patient demand. Note, in regions where there is a
significant number of dispensaries and therefore demand, then Copper and Nickel packages are available. A Copper listing is displayed 4th on
a Regional Listing Page and a Nickel listing is displayed 5th on a Regional Listing Page. However, in regions in which there is a smaller client
count, the Copper and Nickel packages are not available as a result of limited demand.

         In general, clients begin in a lower advertising tier and move up advertising tiers, typically to premium tiers, as their exposure and
associated foot traffic increase. On average, clients typically remain clients of our site for seven months. In a small percentage of cases the
client will get to maximum patient capacity in terms of foot traffic at their location, then they downgrade to an advertising tier with less
exposure on our website.

         User search results are populated on a regional listing page and then displayed in order of program sponsorship (aka Gold displays 1st,
Silver 2nd, etc.). In regions where the club count is minimal then less preferred placement packages are available. For example, if there are
only 3 clubs in a Region then the Silver and Bronze packages may not be available. However as regions grow in client count then premium
positions then become available, and consequently, the value per each tier may increase.

          One of the primary methods for us to convert clients to a “paying” status is to allow clients to list and have minimal exposure on our
site without paying a fee. It is customary that once a client is represented on our site with an icon, then that client begins to increase traffic. As
a result, the client typically desires to convert into a paying customer, increasing their exposure on our site, and increasing their traffic to their
location. As an example, a regional listing page can display up to 40 sponsored (paying) locations and an unlimited amount of non-paying
listing. Sponsored (paying) clients, in most cases, are provided page 1 placement. So at the end of a given month, if the sponsor count is above
40 then the regional listing page is typically divided into smaller regions, provided it does not detract from the user experience.

          Paying clients are clients that are not on our free listing advertising tier and are in essence, paying clients. The number of clients
refers to the number of paying clients we have at any one point in time.


                                                                         25
         The terms for advertising on the site are month to month. On average, clients typically remain clients of our site for seven months. In
a small percentage of cases the client will get to maximum patient capacity and downgrade to an advertising tier with less exposure on our
website.

         We do not receive varying revenue amounts based on our three advertising package tiers. In general, customers typically remain in
the same advertising tier month-to-month. The revenue, or the price of each advertising package tier, is predicated on several internal factors
that taken together determine the price of the three tiers within a certain region, which for example include, but are not limited to, a certain
region’s population, site traffic, listing density, and reasonable distances of travel for consumers. Said differently, advertising package tier
pricing differs from region to region (i.e. Gold tier in Region A will differ to Region B), but does not typically vary within the same region (i.e.
Gold tier in Region A typically remains the same month-to-month).

         On a daily basis WeedMaps also promotes “WeedFreebies” on the website. This is a form of advertising in which a dispensary pays a
fee and is allowed to donate a product from their dispensary which is advertised on the WeedMaps website. The dispensary receives additional
promotion on the website in the form of banner advertising. The donated products are delivered to the recipients in one of two methods
depending on the geographic location of the recipient. If the recipient is located near the retail establishment of the donor sponsor, then the
recipient will pick up the donated product directly from the sponsor. If the recipient is not located near the retail establishment of the donor
sponsor, then the donated product is sent via a third party courier service.

          We take possession of the donated product only if we need to photograph the product for the games display, or if it is to be
shipped. For our customers to participate in this promotion they must pay a fee in order to be allowed to donate a product, each of our
customers that have donated a product has delivered the product to the winning recipient. However, should one of our customers fail to deliver
the prize to the winning recipient, the winning recipient is supplied with a gift card from us in the amount of the value of the prize.

         WeedMaps has a variety of other income streams including providing video content to the dispensary, and photo packages.

MMJMenu

 On January 5, 2012, WeedMaps acquired substantially all the assets of MMJMenu, LLC. The assets consist primarily of the intellectual
property associated with MMJMENU, including its website ( www.mmjmenu.com ), a variety of related websites, and its customers.

General Marketing Solutions, Inc.

          General Marketing Solutions, Inc. is our wholly-owned subsidiary, and its primary operation is the Internet website,
www.cannabiscenters.com . Though primarily in the development stage, the website aids prospective patients in finding physicians across the
country that support and recommend medicinal cannabis. There is a patient verification system which verifies the authenticity of the patient’s
Letter Of Recommendation. This is an internal control system designed to validate the status of a patient to law enforcement, dispensaries and
other interested parties, as well as a social media platform for users.

General Merchant Solutions, Inc.

         Prior to August 1, 2011, General Merchant Solutions supplied dispensaries with credit card processing services, however, due to
market conditions (specifically lack of reliable financing) we felt it to be in our best interests to discontinue providing merchant services to
dispensaries. The remaining credit card processing business proved to be only nominally profitable, and on October 31, 2011, General
Merchant Solutions discontinued all retail credit card processing operations. The entity is held as an entity in good standing with no operations.


                                                                        26
General Management Solutions, Inc.

 General Management Solutions, Inc., is our wholly-owned subsidiary that oversees and provides all of the human resources issues for
employees including hiring, terminating, and employee benefits.

Other Subsidiaries

We have two additional wholly-owned subsidiaries whose operations are relatively inactive at this time, namely General Processing
Corporation , CannaCenters Corporation (dba CannaCenters), and two subsidiaries, namely LV Luxuries Incorporated (which operated as
makeup.com) and General Health Solutions, Inc. (dba CannaCenters.com), whose operations have been discontinued. A s of right now we
have no imminent or specific plans for either of the entities and they are held as corporations in good standing with no operations.
27
Recent Acquisitions

WeedMaps, LLC

 On November 19, 2010, we entered into an Agreement and Plan of Reorganization and Merger (the “WeedMaps Purchase Agreement”)
pursuant to which we acquired 100% of the membership interests of WeedMaps, LLC, a Nevada limited liability company (“WeedMaps”),
pursuant to the terms of which WeedMaps was merged with and into WeedMaps Media, Inc. (“Merger Sub”), our wholly-owned subsidiary
(the “Merger”). Prior to the Merger, SearchCore (formerly General Cannabis, Inc.) was deemed to be a non-operating public shell corporation
with nominal net assets and WeedMaps was a private operating company with significant operations. F or accounting purposes the transaction
is considered to be a reverse merger treated as a recapitalization of SearchCore where SearchCore is the surviving legal entity and the
accounting acquiree , and WeedMaps is considered to be the accounting acquirer and the legal acquiree . The assets and liabilities of
WeedMaps are recorded at their historical cost with the equity structure of SearchCore. No goodwill was recorded in the
transaction. SearchCore was deemed a continuation of the business of WeedMaps and the historical financial statements of WeedMaps became
the historical financial statements of SearchCore.

          See Note 22 Recapitalization in the financials statements filed herewith for a discussion regarding the elimination of the historical
results of operation and the accumulated deficit of SearchCore including its wholly owned subsidiary, LV Luxuries Incorporated, as a result of
the Merger and the associated reverse merger accounting and recapitalization of SearchCore (formerly General Cannabis, Inc.).

        The total purchase price was $54,962,269, which pursuant to the WeedMaps Purchase Agreement consisted of:

               i. the issuance of 16,400,000 shares of common stock to two individuals, Justin Hartfield (“Hartfield”) and Keith Hoerling
                  (“Hoerling”) (“Hartfield” and “Hoerling” together as “Sellers”), which shares were issued on January 20, 2011;

              ii. the issuance of Secured Promissory Notes with the aggregate principal amount of $3,600,000, in the form of four $900,000
                  principal amount 0.35% Secured Promissory Notes, two issued to each of the Sellers, half of which principal matures on
                  June 30, 2012, and half of which principal matures on January 10, 2013; and

              iii. up to an aggregate of 16,000,000 additional shares of common stock pursuant to certain Earn-out Provisions in the
                   WeedMaps Purchase Agreement (which earn-out provisions have been satisfied for the first year; we correspondingly expect
                   to issue 6,000,000 shares in the first quarter of 2012).


                                                                      28
         Pursuant to the WeedMaps Purchase Agreement, the Earn-out Provisions provide that for a period of three years following the
acquisition of WeedMaps, each of the Sellers will be eligible to earn and be issued a certain number of shares of common stock based upon the
following formula as follows:

               i. In year one following the acquisition of WeedMaps each of the Sellers will be eligible to earn and be issued 3,000,000 shares
                  of common stock on January 31, 2012, if the gross revenues of Merger Sub (WeedMaps, LLC was merged with and into
                  WeedMaps Media, Inc. (“Merger Sub”)), for the fiscal year ended December 31, 2011 are at least 20% higher than they were
                  for the fiscal year ended December 31, 2010. If the 2011 gross revenues of Merger Sub are at least 10%, but less than 20%,
                  higher than the 2010 gross revenues, then the number of shares to be issued shall be reduced to 1,250,000 shares to each of
                  the Sellers. If the 2011 gross revenues of Merger Sub are less than 10% higher than the 2010 gross revenues, then no shares
                  shall be issued hereunder. ( The earn-out provisions have been satisfied for the first year; we correspondingly expect to issue
                  6,000,000 shares in the first quarter of 2012)

               ii. In year two following the acquisition of WeedMaps each of the Sellers will be eligible to earn and be issued 3,000,000 shares
                   of common stock on January 31, 2013, if the gross revenues of Merger Sub for the fiscal year ended December 31, 2012 are
                   at least 20% higher than they were for the fiscal year ended December 31, 2011. If the 2012 gross revenues of Merger Sub
                   are at least 10%, but less than 20%, higher than the 2011 gross revenues, then the number of shares to be issued shall be
                   reduced to 1,250,000 shares to each of the Sellers. If the 2012 gross revenues of Merger Sub are less than 10% higher than
                   the 2011 gross revenues, then no shares shall be issued.

              iii. In year three following the acquisition of WeedMaps each of the Sellers will be eligible to earn and be issued 2,000,000
                   shares of common stock on January 31, 2014, if the gross revenues of Merger Sub for the fiscal year ended December 31,
                   2013 are at least 20% higher than they were for the fiscal year ended December 31, 2012. If the 2012 gross revenues of
                   Merger Sub are at least 10%, but less than 20%, higher than the 2013 gross revenues, then the number of shares to be issued
                   shall be reduced to 1,250,000 shares to each of the Sellers. If the 2013 gross revenues of Merger Sub are less than 10%
                   higher than the 2012 gross revenues, then no shares shall be issued.

         To date the payments made to Mr. Hartfield and Mr. Hoerling total $995,000, combined. We are confident that we will continue to
pay no less than $100,000 per month over the next four months to Mrrs. Hartfield and Hoerling thereby paying down $1,395,000 of the
$1,800,000 owed on June 30, 2012 as per the original Note date November 19th, 2010, as amended. Thereafter, the balance owed on June
30th, 2012 will be $405,000. Historically we have maintained an ongoing cash balance of no less than $1,000,000, and on most occasions
approximately $1,200,000. We believe we will not be adversely affected should we need to pay $405,000 to the noteholders on or before June
30th, 2012. Alternatively, we believe we may be able to raise capital from the sale of securities included in this registration statement, or raise
funds via a private placement. Finally, the noteholders have verbally agreed to negotiate an extension on the notes, or in the alternative to
accept payments of $100,000 per month until the notes are paid in full, if necessary. However, there can be no assurance that we will be able to
continue to make payments, that we will be able to pay off the notes, or that the noteholders will uphold their agreement to extend the notes. If
we are unable to satisfy our obligations under the notes, it will have a material negative effect on our cash flow, operations, profitability, and
we could be forced to return WeedMaps to Mrrs. Hartfield and Hoerling.

        All of the shares of common stock issued or to be issued to Hartfield and Hoerling are subject to the terms of a Lock-Up Agreement
whereby none of the shares may be sold prior to June 30, 2011, up to twenty five percent (25%) of the shares may be sold beginning on June
30, 2011, and the remaining shares may be sold beginning on November 30, 2011.

         Also on November 19, 2010, we entered into at-will employment agreements with each of Hartfield and Hoerling, with compensation
to each of Thirty Thousand Dollars ($30,000) per month.

 This business is now operated as WeedMaps Media, Inc.


                                                                        29
Synergistic Resources, LLC

 On December 3, 2010, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Synergistic Resources, LLC, a California limited liability company. The assets consisted primarily of the intellectual property and
established marketing associated with the name Marijuana Medicine Evaluation Centers, including its website ( www.marijuanamedicine.com
), and the assignment of a Management Services Agreement pursuant to which we initially managed twelve (12) medicinal cannabis clinics (we
now manage 10). As consideration for the purchase, we issued an aggregate of Two Million (2,000,000) shares of our common stock, and paid
Fifty Thousand Dollars ($50,000) cash, to Synergistic Resources. Also effective on December 3, 2010, we entered into an at-will employment
agreement with Brent Inzer, the sole manager and member of Synergistic Resources, with compensation of Fifteen Thousand Dollars ($15,000)
per month.

          This business was operated as General Health Solutions, Inc. At one time, General Health Solutions managed 14 clinics, but in the
fourth quarter of 2010 we verbally and mutually terminated our arrangement at four of the clinics as a result of underperformance as compared
to our original projections.

         During the first quarter of 2012, we committed to a definitive plan to terminate the Management Services Agreement pursuant to
which we managed the medicinal cannabis clinics of General Health Solutions, Inc. As a result of discontinuing the operations of General
Health Solutions and the associated termination of the Management Services Agreement, we will no longer be in the business of managing
medicinal cannabis clinics. Consequently, we will no longer generate revenues from our Medical Clinic Management segment. For the years
ended December 31, 2011 and 2010, we generated approximately $2.0 million and $0.2 million, in revenue, respectively and in those same
years we had net operating losses of $336,000 and $43,000, respectively from our Medical Clinic Management segment. For comparative
purposes, these revenues and results of operations have been restated to reflect the reclassification of this segment to discontinued operations
and as such are no longer included as part of our results from continuing operations. We anticipate being fully divested of all management
responsibilities as per the Management Services Agreement by the close of the quarter ending March 31, 2012, subsequent to which we do not
expect any continuing revenues or cash flows from our Medical Clinic Management segment.

         We decided to discontinue the operations of General Health Solutions because of declining profitability margins within that segment
and because of our increasing success with our technology in our Marketing and Media Segment. The contributing factors in our declining
profit margins within the Medical Clinic Management segment are attributable to increasing costs associated with managing the clinics
including, but not limited to, increasing costs of PPC (Pay per click) advertising campaigns, and increased competition from the medical
community in general. Specifically, there is an increase of medical offices that offering medicinal cannabis recommendation letters as part of
their overall medical practice. This competition has caused our margins to compress which has resulted in losses in our Medical Clinic
Management Segment. As a result of the foregoing, we decided to discontinue the operations of General Health Solutions, which composes our
entire Medical Clinic Management Segment, and focus our efforts instead on our technology in our Marketing and Media Segment. See Note
9. Discontinued Operations for more information.

Revyv, LLC

 On January 11, 2011, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Revyv, LLC. The assets consisted primarily of the intellectual property associated with the name CannabisCenters, including its
website ( www.cannabiscenters.com ), its related physician software and patient verification system, and numerous existing contracts. As
consideration for the purchase, which closed on January 13, 2011, we issued an aggregate of Five Hundred Thousand (500,000) shares of our
common stock to Revyv, LLC or its assigns. Effective on January 10, 2011, we entered into an at-will employment agreement with each of
James Johnson and David Johnson, each of which are members of Revyv, LLC. The compensation due to each was $12,500 per
month. Neither James Johnson nor David Johnson are currently employed by us.

This business is now operated as General Marketing Solutions, Inc.

Marijuana.com

          On November 18, 2011, we entered into a Domain Name Purchase Agreement with an unrelated party for the purchase of
“marijuana.com.” Pursuant to the terms of the Agreement, the purchase price was $4,250,000, payable $125,000 on the date of execution of
the Agreement, and the remaining balance over sixty nine (69) consecutive months at the fixed and equal amount of $60,659 per month,
beginning on January 18, 2012, pursuant to a Non-Recourse Secured Promissory Note of the same date. In addition to the purchase price,
beginning on the tenth (10th) business day of the month immediately following the first full month after the Transfer Date, we will pay to the
Seller, or its assigns, an amount equal to ten percent (10%) of the gross revenue generated by the Domain Name (the “Revenue Payment”) until
such time as the Note is paid in full (the “Revenue Obligation Period”). The Revenue Payment will be accounted for pursuant to ASC
805-10-55-25 as a separate transaction. Since the Revenue Payments formula is a specified percentage of earnings (i.e. 10%), it is a
profit-sharing arrangement and will be expensed as it is paid. The operations and/or revenues generated from marijuana.com were not part of
the URL purchase. The domain name www.marijuana.com is considered a premium domain name due to its level of monthly page views. We
intend to increase our brand recognition by utilizing marijuana.com as a referral page to WeedMaps.com, and selling advertising banner space
on the site. There can be no assurance that we will be able to make the payments or that we will be able to pay off the notes. If we are unable
to satisfy our obligations under the notes, it will have a material negative effect on our cash flow, operations, profitability, and we could be
forced to return marijuana.com to the seller.


                                                                      30
MMJMenu

          On January 5, 2012, WeedMaps acquired substantially all the assets of MMJMenu, LLC. The assets consist primarily of the
intellectual property associated with MMJMENU, including its website ( www.mmjmenu.com ), a variety of related websites, and its
customers. As consideration for the purchase, we issued an aggregate of Two Hundred Thousand (200,000) shares of our common stock to
MMJMenu, LLC. In addition, we have agreed to issue up to an additional One Hundred Thousand (100,000) shares of our common stock if
certain revenue milestones are met in 2012 and 2013.

         Effective on January 4, 2012, we entered into an at-will employment agreement with each of Alex Weidmann and Justin Weidmann,
each of which are members of MMJMenu, LLC.

NORML

         In the second quarter of 2011, we entered into a verbal agreement with the National Organization for the Reform of Marijuana Laws
(NORML) in which we agreed to have our technology department redesign the NORML website. In exchange we receive discounted banner
advertising space on the newly designed website, and radio promotions. We completed the redesign in October, 2011 and entered into an
Advertising and Promotion Agreement at that time.

Divestitures

 On February 1, 2010, we sold the domain name makeup.com, its associated domain names and certain intellectual property rights associated
with these domain names for $2,000,000, of which we paid $200,000 in fees related to the sale, which resulted in proceeds to us of
$1,800,000. We were in the business of selling beauty products, such as makeup and perfume, on the internet through the makeup.com
website.

Strategic Relationships

        In June 2011, WeedMaps Media, Inc., our wholly-owned subsidiary, entered into a Website Promotion and Testing Services
Agreement (the “Lab Testing Agreement”) with SC Laboratories, Inc. SC Laboratories, Inc. is an analytical laboratory that specializes in
providing a comprehensive testing array for pesticide and microbiological contamination as well as potency analysis. Pursuant to the terms
of the Lab Testing Agreement, WeedMaps Media promotes the use of potency and safety lab testing of medical marijuana on
WeedMaps.com. Further, pursuant to the terms of the Lab Testing Agreement, WeedMaps Media arranges, on behalf of SC Laboratories,
merchant payment processing through a third party card processor. Such payment processing is unrelated to and completely separate from our
previous credit card processing services that has been discontinued. All credit card payments made to SC Laboratories are done through an
independent third party company. On average, WeedMaps Media receives 31% of the gross revenues generated from the sale of lab testing
performed by SC Laboratories. In 2011, we received $23,315, which amount was immaterial to our revenues.

Intellectual Property

         Our intellectual property portfolio is an important part of our business. We currently own over 250 Internet domain names, the
majority of which are related to the cannabis industry. We currently have one trademark. We use a combination of trademark, copyright,
trade secret and other intellectual property laws, and confidentiality agreements to protect our intellectual property. Our employees and
independent contractors are required to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments
and other processes generated by them on our behalf are our property, and assigning to us any ownership that they may claim in those
works. Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we
own. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights,
may adversely affect our business.

          From time to time, we may encounter disputes over rights and obligations concerning intellectual property. While we believe that our
product and service offerings do not infringe the intellectual property rights of any third party, we cannot assure you that we will prevail in any
intellectual property dispute. If we do not prevail in such disputes, we may lose some or all of our intellectual property protection, be enjoined
from further sales of the applications determined to infringe the rights of others, and/or be forced to pay substantial royalties to a third party.


                                                                        31
Competition

 We know that there is intense competition in the medicinal cannabis industry. However, because of the conflict of federal laws and state laws,
and because most of the participants in the industry are privately held, publicly available information is difficult to find. A CNBC article 1
estimated the total cannabis market at between $35 and $45 billion. There are over 1,200 cannabis dispensaries in California alone, and over
200 medical clinics that will issue a medical cannabis recommendation.

The following is a list of known competitive referral websites for either dispensaries or clinics:

               Pot Locator ( http://www.potlocator.com/ )
               THC Finder ( http://www.thcfinder.com/ )
               GPS 420 ( http://www.gps420.com/ )
               Marijuana Dispensaries 411 ( http://www.gps420.com/ )
               WeedTracker ( http://weedtracker.com/cannabis/ )
               Los Angeles Cannabis Clubs ( http://www.losangelescannabisclubs.com/ )
               Leaf Ly ( http://www.leafly.com/explore )
               Sticky Guide ( http://www.stickyguide.com/ )
               LA Weed Maps ( http://caweedmaps.com/ )
               Cannagen ( http://cannagen.com/ )
               Dispensary Finder ( http://www.dispensaryfinder.com/ )
               Herban Tracker ( http://herbantracker.com/ )
               Roll it Up ( http://www.rollitup.org/colorado-patients/334363-new-dispensary-finder-website.html )
               Daily Buds ( http://www.dailybuds.com/ )
               Kush Pages ( http://kushpages.com/ )

Research and Development

      Research and development expenses consist mainly of compensation and overhead of research and development activities, namely
coders and developers, and third party professional developer services firms performing research and development functions, such as coding.

Programmers and
testing                    $     240,000
Developer firms                  105,000
Purchased Software               175,000
                           $     520,000


                                                                        32
Our Employees

         We have 67 full-time employees and/or contractors working in our office, three of which are our officers, 54 of which are engaged in
marketing, publishing and development, and 13 of which are engaged in administrative functions.

                                            ORGANIZATION WITHIN LAST FIVE YEARS

         SearchCore, Inc. was formed on July 14, 2003 in the State of Nevada as Tora Technologies, Inc. On November 21, 2006, it changed
its name to Makeup.com Limited, on January 29, 1010, it changed its name to LC Luxuries Limited, and on November 5, 2010, it changed its
name to General Cannabis, Inc. Finally, on January 6, 2012, the company changed its name to SearchCore, Inc.

                                                     DESCRIPTION OF PROPERTY

          Our executive offices are located in Newport Beach, California, at 1300 Dove Street, Newport Beach, CA 92660. Our office space is
approximately 20,332 square feet pursuant to a three year lease that began in March 2011 and ends on January 31, 2014. The lease is at a rate
of $39,647.40 per month with payments beginning in August 2011, with standard increases annually.

                                                         LEGAL PROCEEDINGS

        We are not a party to or otherwise involved in any legal proceedings.

         In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation
process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial
condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or
threatened against us are not expected to have a material adverse effect on our financial position or results of operations.


                                                                      33
                                                    INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                                                            F-1
Consolidated Balance Sheets as of December 31, 2011 and 2010                                                       F-2
Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010                               F-3
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010                               F-4
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2011 and 2010           F-5
Notes to Financial Statements                                                                              F-6 to F-35




                                                                          34
                                       SELECTED FINANCIAL DATA

                                                                        For the Years Ended
                                                                            December 31,
SearchCore, Inc.                                                       2011              2010
(formerly General Cannabis, Inc.)                                    (audited)         (audited)

Statement of Operations Data:

Total revenues                                                   $    11,928,932      $     3,355,878
Operating income                                                       1,450,180              456,517

Net (loss) income                                                      (3,039,345 )          350,495


Balance Sheets Data:

Cash and cash equivalents                                        $      1,512,590     $     1,388,574
Current assets                                                          2,160,166           2,492,911
Total assets                                                            8,076,380           7,639,862

Current liabilities                                              $      2,891,862     $     1,287,023
Total liabilities                                                      26,625,255          24,149,292
Total stockholders’ equity (deficit)                                  (18,548,875 )       (16,509,430 )

Total dividends per common share                                 $               -    $              -


                                                 35
                            MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Disclaimer Regarding Forward Looking Statements

            You should read the following discussion in conjunction with our financial statements and the related notes and other financial
information included in this Form S-1. In addition to historical financial information, the following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results could differ materially. Factors that could cause or contribute to
these differences include those discussed below and elsewhere in this Form S-1, particularly in the Section titled Risk Factors.

         Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such
statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are
inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our
other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of
operations and prospects.

Summary Overview

 We are a technology service provider, currently primarily involved in the medicinal cannabis industry. We are not engaged in the growing,
harvesting, cultivation, possession, or distribution of cannabis. Instead, we assist the physicians, dispensaries, and end-users within the
medicinal cannabis industry in finding each other and in advertising their businesses. All of our operations are conducted through our
wholly-owned subsidiaries.

 Approximately 99.5% of our 2011 revenue was generated by WeedMaps Media, Inc., which is a finder website that aids consumers in finding
medicinal cannabis dispensaries. The dispensaries pay a fee to WeedMaps Media in order to post, on WeedMaps.com, their dispensary
information.

 In February 2010, we sold most of our then-existing domain names and intellectual property (the makeup.com business) to a third party,
although we did continue to manage our third-party merchant card services.

Restatement and Recapitalization

         We have restated our financial statements for the years ended December 31, 2010 and 2009 and for each of the three, six, and nine
months ended September 30, 2011. During December 2011 we determined that the method we previously used to account for the merger with
WeedMaps, LLC did not accurately reflect the transaction and that the transaction would be better reflected by being accounted for as a reverse
acquisition accompanied by a recapitalization (a capital transaction in substance) with no goodwill being recorded. Likewise, our acquisition
of Synergistic Resources, LLC in December, 2010 may be more accurately reflected if it is accounted for as a business combination using the
acquisition method (fair value), where the excess of the fair value of consideration transferred is considered to be goodwill. We have restated
our financial statements to reflect this basis of accounting.

          Please see Note 1 General in the footnotes to the financial statements for a summary that reflects the conversion of the membership
interest of WeedMaps into shares of our common stock, the elimination of our accumulated deficit including our wholly owned subsidiary LV
Luxuries, and for a comparative summary of the consolidated balance sheets, consolidated statements of operations, and statements of cash
flows for the year ended December 31, 2011.


                                                                        36
Discontinued Operations of General Health Solutions, Inc.

          We have decided to terminate our management agreement resulting in the closure of General Health Solutions, Inc., which constitutes
our entire Medical Clinic Management segment. During February 2012, we committed to a definitive plan to terminate the management
agreement and services associated with the agreement, which resulted in General Health Solutions, Inc., our Medical Clinic Management
segment being reported as discontinued operations. We anticipate being fully divested of all management responsibilities as per the
management agreement by the close of the first quarter of 2012. For comparative purposes, all prior periods presented have been restated to
reflect the reclassification of this segment to discontinued operations on a consistent basis.

Reliance on Strategic Partners

         The medicinal cannabis industry is undergoing rapid growth and substantial change, such as new states that are allowing medicinal use
of marijuana, and an increase in businesses servicing the industry, which has resulted in increasing consolidation and formation of strategic
relationships. A cancellation of our relationship with one or more of these groups may have a negative impact on the company. We expect this
consolidation and strategic partnering to continue. Acquisitions or other consolidating transactions could harm us in a number of ways,
including:

      ●      we could lose strategic relationships if our strategic partners are acquired by or enter into relationships with a competitor (which
             could cause us to lose access to distribution, content, technology and other resources);
      ●      The relationship between us and the strategic partner may deteriorate and cause an adverse effect on our business;
      ●      we could lose customers if competitors or users of competing technologies consolidate with our current or potential customers;
             and
      ●      our current competitors could become stronger, or new competitors could form, from consolidations.

         Any of these events could put us at a competitive disadvantage, which could cause us to lose customers, revenue and market
share. Consolidation could also force us to expend greater resources to meet new or additional competitive threats, which could also harm our
operating results.

         Our operations are in part dependent upon the continued reliable operation of the information systems and networks of third parties. If
these third parties do not provide reliable operation, our ability to service our customers will be impaired and our business, reputation and
operating results could be harmed.

Recent Law Enforcement Public Statements

 Recently, the U.S. Attorney’s Office in California has publicized their intent to pursue not only growers and sellers of medicinal cannabis, but
also newspapers, radio stations, and other outlets that run advertisements for medicinal cannabis dispensaries. Dispensaries constitute a
material percentage of our revenue stream, and if they were prevented from advertising and thus growing their business, it could have a
material adverse effect on ours. In addition, while not specifically identified in the publicized statements, our websites could be considered an
outlet that runs advertisements for the medicinal cannabis industry. Legal action by the U.S. Attorney’s Office against outlets that run
advertisements for dispensaries may have a material effect on our business. Predicated on the legal action taken, it may cause a decrease in
sales to the point where we are unable to continue as a going concern. Consequently, we believe that the expanded direction of the company,
which is to provide finder site and search capabilities to non-cannabis related industries, is the most prudent direction for our company and
shareholders.


                                                                        37
Year Ended December 31, 2011 compared to Year Ended December 31, 2010

Our revenue growth is primarily a result of three acquisitions, two of which occurred in the fourth quarter of 2010, now operated as
WeedMaps Media, Inc. and General Health Solutions, Inc., and one of which occurred in the first quarter of 2011, now operated as General
Marketing Solutions, Inc. The impact and timing of these acquisitions is referenced below .

WeedMaps, LLC

         On November 19, 2010, we entered into an Agreement and Plan of Reorganization and Merger (the “WeedMaps Purchase
Agreement”) pursuant to which we acquired 100% of the membership interests of WeedMaps, LLC, a Nevada limited liability company
(“WeedMaps”), pursuant to the terms of which WeedMaps, LLC was merged with and into WeedMaps Media, Inc., our wholly-owned
subsidiary. Prior to the Merger, SearchCore (formerly General Cannabis, Inc.) was deemed to be a non-operating public shell corporation with
nominal net assets and WeedMaps was a private operating company with significant operations. F or accounting purposes the transaction is
considered to be a reverse merger treated as a recapitalization of SearchCore where SearchCore is the surviving legal entity and the accounting
acquiree , and WeedMaps is considered to be the accounting acquirer and the legal acquiree . The assets and liabilities of WeedMaps are
recorded at their historical cost with the equity structure of SearchCore. No goodwill was recorded in the transaction. SearchCore was deemed
a continuation of the business of WeedMaps and the historical financial statements of WeedMaps became the historical financial statements of
SearchCore.

          See Note 22. Recapitalization in the footnotes to the financial statements filed herewith for a discussion regarding the elimination of
the historical results of operation and our accumulated deficit including our wholly owned subsidiary, LV Luxuries Incorporated, as a result of
the acquisition and the associated reverse merger accounting and recapitalization of SearchCore.

         The total purchase price was $54,962,269, which pursuant to the WeedMaps Purchase Agreement consisted of i) the issuance of
16,400,000 shares of common stock to two individuals, Justin Hartfield and Keith Hoerling (“Hartfield” and “Hoerling” together as “Sellers”),
which shares were issued on January 20, 2011; ii) the issuance of Secured Promissory Notes with the aggregate principal amount of
$3,600,000, in the form of four $900,000 principal amount 0.35% Secured Promissory Notes, two issued to each of the Sellers, half of which
principal matures on June 30, 2012, and half of which principal matures on January 10, 2013; and iii) up to an aggregate of 16,000,000
additional shares of common stock pursuant to certain Earn-out Provisions in the WeedMaps Purchase Agreement.

         WeedMaps, LLC is now operated as WeedMaps Media, Inc., our wholly owned subsidiary.

Synergistic Resources, LLC

         On December 3, 2010, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired
substantially all the assets of Synergistic Resources, LLC, a California limited liability company. The assets were placed into General Health
Solutions, Inc., a wholly-owned subsidiary of the Company. The assets consisted primarily of the assignment of a Management Services
Agreement pursuant to which we previously managed medicinal cannabis clinics. As consideration for the purchase, we issued an aggregate of
Two Million (2,000,000) shares of our common stock, and paid Fifty Thousand Dollars ($50,000) cash, to Synergistic Resources. Also
effective on December 3, 2010, we entered into an at-will employment agreement with Brent Inzer, the sole manager and member of
Synergistic Resources, with compensation of Fifteen Thousand Dollars ($15,000) per month.

          We have decided to terminate our management agreement resulting in the closure of General Health Solutions, Inc., which constitutes
our entire Medical Clinic Management segment. During February 2012, we committed to a definitive plan to terminate the management
agreement and services associated with the agreement, which resulted in General Health Solutions, Inc., our Medical Clinic Management
segment being reported as discontinued operations. We anticipate being fully divested of all management responsibilities as per the
management agreement by the close of the first quarter of 2012. For comparative purposes, all prior periods presented have been restated to
reflect the reclassification of this segment to discontinued operations on a consistent basis. See Note 9. Discontinued Operations in the Notes to
the Financial Statements for further details.


                                                                       38
Revyv, LLC

          On January 10, 2011, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially
all the assets of Revyv, LLC. The assets were placed into General Marketing Solutions, Inc., a wholly-owned subsidiary of the Company. The
assets consisted primarily of the intellectual property associated with the name CannabisCenters, including its website
(www.cannabiscenters.com), its related physician software and patient verification system, and numerous existing contracts. As consideration
for the purchase, which closed on January 13, 2011, we issued an aggregate of Five Hundred Thousand (500,000) shares of our common stock
to Revyv, LLC or its assigns. Effective on January 10, 2011, we entered into an at-will employment agreement with each of James Johnson
and David Johnson, each of which are members of Revyv, LLC. The compensation due to each is $12,500 per month. As of the quarter
ending September 30, 2011, neither James Johnson nor David Johnson were employed by us.

          Revyv, LLC is now operated as General Marketing Solutions, Inc., our wholly owned subsidiary.

Results of Operations

Revenue

         Our sales, total revenue, total operating expenses and operating income for the twelve months ended December 31, 2011, compared to
the twelve months ended December 31, 2010, were as follows:

                                                                                       Year ended         Year ended
                                                                                      December 31,        December            Percentage
                                                                                          2011             31, 2010            Change

Sales                                                                                 $   11,928,932     $   3,355,878                   255 %
Total revenue                                                                             11,928,932         3,355,878                   255 %
Total operating expenses                                                                  10,478,752         2,899,361                   261 %

Operating income                                                                      $    1,450,180     $     456,517                   218 %


       The increase in sales from $3.3 million for the twelve months ended December 31, 2010 to $11.9 million for the twelve months ended
December 31, 2011, an increase of 255% is almost exclusively attributable to a significant increase in the revenue generated by our subsidiary,
WeedMaps Media, Inc.

          WeedMaps Media, Inc., which is a medical-cannabis industry-focused, marketing and media company, had revenues of $11.87 million
and $3.36 million for the twelve months ended December 31, 2011 and 2010, respectively. The increase in revenues is a result of an increase
in the fees we charge for our listing packages, an increase in the number of customers as compared to the previous year, and an increase in the
number of ‘listing packages’ we offer to our customers.


                                                                      39
         The fees we charge for listing packages, in general, has increased from the previous year primarily as a result of the increasing number
of dispensaries in any given region which has the effect of bidding up the price of premium listing packages. For example, during the year
ended December 31, 2010 an average Gold, Silver and Bronze listing package in a given region would cost $3,500, $2,500 and $500
respectively, as compared to the during the year ended December 31, 2011 for the same listing packages in the same region an average Gold,
Silver and Bronze listing package would cost $10,000, $7,500 and $5,000, respectively.

         During the year ended December 31, 2011, we experienced a significant growth in the number of our customers which is attributable
to an increase in the number of dispensaries that purchase our listing package and to a lesser extent because we begun offering our listing
packages in Washington, Oregon and Michigan states in addition to our existing offerings in California and Colorado. Below is a summary
presentation of the average number of clients during each of the years ended December 31, 2011 and 2010, as well as those outstanding at the
end of each period:

                                                                                                    Year ended          Year ended
                                                                                                   December 31,        December 31,
                                                                                                       2011                2010

       Average number of clients                                                                             1,559                  573
       Total clients at the end of the period                                                                1,827                  930

         Below is a summary presentation of the revenue generated by each of our listing packages and the associated number of paying clients
during the twelve months ended December 31, 2011 and 2010.

                                                                                 Year Ended                           Year Ended
                                                                             December 31, 2011                     December 31, 2010
                                                                                            Total                                 Total
                                                                                          Revenue                            Revenue from
                                                                        No. of Paying   from Listing         No. of Paying       Listing
All Listing Packages                                                       Clients        Packages              Clients        Packages
(Revenues in ,000's)

Listing Fee Revenue:
  Gold                                                                             233    $        2,527                120    $            924
  Silver                                                                           204             1,239                105                 415
  Bronze                                                                           303             1,255                 90                 259
  Copper                                                                           365             1,363                  -                   -
  Listing Deluxe                                                                    34                76                  -                   -
  Listing Plus                                                                   1,936             2,883                713               1,746
  Delivery Plus                                                                  1,007               977                  -                   -
  Medbox                                                                             1                65                  1                   2
  Dr. Listing                                                                       87                87                  -                   -
                                                                                 4,170    $       10,472              1,029    $          3,346


Ad Revenue:
 Daily Deals                                                                       348    $          934                  -    $             -
 Email Text                                                                         29                25                  -                  -
 Spring Gathering                                                                   29               156                  -                  -
 Texting                                                                           153               111                 30                 10
 Weed Freebies                                                                       7                75                  -                  -

                                                                                   566    $        1,301                 30    $            10

Content Production:
 Photos                                                                             15    $           14                  1    $              -
 Video Strain Review                                                                63                56                  -                   -
 Weed TV                                                                            15                31                  -                   -
                                                                                    93    $          101                  1    $              -

  Total                                                                          4,829    $       11,874              1,060    $          3,356
40
         Although the number of paying clients has been increasing in total, there also has been a number of our customers which chose to
terminate their listing packages. The reasons why our customers chose to terminate vary and may include typical business cycles, internal
business decisions made by our customers as to their marketing and advertising budgets as it relates to the complex nature of the medicinal
cannabis industry. Even forced dispensary closures by municipalities or governmental agencies, which usually only results in a temporary
downward sales revenue trend in that geographical area, do not have a material impact because the dispensaries often re-open nearby. We
have not been able to determine any material trends related to the terminations.

        During the year ended December 31, 2011 we increased the number of listing packages we offer to our customers as compared to the
year ended December 31, 2010.

Listings

         We operate WeedMaps.com and several associated websites, together composing a large scale, medical-cannabis industry focused
internet media portal that targets dispensaries, advertisers and consumers. The Company generates revenues from fees charged to clients in
which the clients advertise or ‘list’ their location, products and services on one or more of our websites. We recognize as revenue the fees we
charge customers that advertise or ‘list’ their related company on our website.

         Our listing packages are made up of two groups, Premium Listings and Standard Listings. The Premium Listings include our Gold,
Silver, Bronze, Copper and Nickel listing packages. The Standard Listings include our Listing Plus, Listing Deluxe, Delivery Plus, Dr. Listing
and Medbox listing packages. Both Premium Listing and Standard Listing Packages are considered Listing Fee Revenue pursuant to our
revenue recognition policy. See Note 1. General – Revenue Recognition . Below is a summary in presentation form, of our Premium Listings
and Standard Listings packages.

                                             Listing Fee Revenue (for 2011, in 000’s)
                     Premium Listing Packages                                         Standard Listing Packages
                                                                                  Listing      Delivery
     Gold         Silver     Bronze       Copper       Nickel    Listing Plus                               Medbox                   Dr. Listing
                                                                                  Deluxe         Plus
    $2,527        $1,239     $1,255       $1,363                    $2,883                                    $65                        $87
                                                                                    $76         $977

          The most important distinction between the Premium Listings and Standard Listing packages is positioning on our websites, since
whichever business appears first, or at the top of the website, has an increased likelihood of a website visitor clicking on that business and thus
“converting” the website visitor to a potential customer. In general, being in the top five search results on our website for a given geographical
region is deemed preferable because of the increased conversion rates (or click-through rates) associated with those top five search results on
our website in that given geographical region. As a result, a premium dollar amount that we charge the client is placed on those top five search
results for a given region.

          The Gold Listing is the first listing on the Google Map, first on the Regional Listing Page, first on the Featured Five Slide Bar, and
also has a large distinctive red icon on the Google map, all of which, taken together, allow for heightened visibility. The Silver Listing comes
up second on the Regional listing Page, second on the Featured Five Slide Bar and has a large distinctive blue icon on the Google map allowing
for heightened visibility. The Bronze listing comes up third on the Regional Listing Page and third on the Featured Five Slide Bar. The
preferred positions convert at higher click-through rate to the customer’s actual listing page. On average, the click through rate for a Premium
listing compared to a Standard listing in their geographical regions is 4-to-1 for a Gold, 3-to-1 for a Silver and 2-to-1 for a Bronze.


                                                                        41
       Below is a detailed presentation of the similarities and differences in services provided for each of the listing packages for both the
Premium Listing and Standard Listing packages:

                                                                                Premium Listing Packages
Listing Package                                    Gold                Silver           Bronze           Copper                     Nickel

Unlimited listing updates allowed                   Yes                 Yes                 Yes                  Yes                 Yes
Unlimited text and photos on listing                Yes                 Yes                 Yes                  Yes                 Yes
Priority listing placement in regional
                                                    Yes                 Yes                 Yes                  Yes                 Yes
listing
Access to WeedMaps “Weed Menu”                      Yes                 Yes                 Yes                  Yes                 Yes
Visibility on strain finder                         Yes                 Yes                 Yes                  Yes                 Yes
Summary content on the regional
                                                    Yes                 Yes                 Yes                  Yes                 Yes
dispensary listing page
Phone support for customer service                  Yes                 Yes                 Yes                  Yes                 Yes
Ability to type an official club response to
                                                    Yes                 Yes                 Yes                  Yes                 Yes
any customer reviews
Activity highlights on community activity
                                                    Yes                 Yes                 Yes                  Yes                 Yes
stream
Text coupon blasts                               Scheduled           Limited          Limited              -                  -
Placement on map                                    First            Second            Third             Fourth             Fifth
Placement on regional listing page                  First            Second            Third             Fourth             Fifth
Placement on featured five slide bar                First            Second            Third             Fourth             Fifth
Regional sub-heading listing                        Yes                 -                -                 -                  -
                                               Red Magnifying    Blue Magnifying Purple Magnifying Purple Magnifying Purple Magnifying
Listing icon
                                                   Glass              Glass            Glass             Glass             Glass
Eligibility for WeedPhotos.com monthly
                                                     -                   -                    -                   -                    -
strain highlight

         Listing Plus is the basic package which allows a customer to fully edit there listing on WeedMaps.com with unlimited updates and
pictures. Customers can add photos, create a menu, and get visibility on the product finder section. They also can respond to customer reviews
and update live community streams, and receive unlimited customer support.

          Gold Listing is a Premium Listing package which includes everything that we offer in our Listing Plus package. This allows a
customer to fully edit their listing on WeedMaps.com with unlimited updates and pictures, ability to add photos, create a menu, and get
visibility on the ‘product finder’ section. They can also respond to customer reviews and update live community streams, and receive
unlimited customer support. Further, the Gold Listing provides other features such as the big Gold Icon on the results map, which is the large
Google Map that is displayed on WeedMaps.com when a website user visits the website, first listing position on the map in a customer’s given
geographical region, first position on the Feature Five Slide bar, and first position on their regional listing page.

          Silver Listing is a Premium package which includes everything that we offer in our Listing Plus package which allows a customer to
fully edit there listing on WeedMaps.com with unlimited updates and pictures, ability to add photos, create a menu, and get visibility on the
product finder section. They can also respond to customer reviews and update live community streams, and receive unlimited customer
support. Further, the Silver Listing provides other features such as the big Blue Icon on the results map, second listing position on the map in a
customer’s given region, second position on the Feature Five Slide bar, and second position on their regional listing page.


                                                                       42
          Bronze Listing is a Premium package which includes everything that we offer in our Listing Plus package which allows a customer to
fully edit there listing on WeedMaps.com with unlimited updates and pictures, ability to add photos, create a menu, and get visibility on the
product finder section. They can also respond to customer reviews and update live community streams, and receive unlimited customer
support. Further, the Silver Listing provides other features such as third listing position on the map in a customer’s given region, third position
on the Feature Five Slide bar, and third position on their regional listing page.

          Copper Listing is a Premium package which includes everything that we offer in our Listing Plus package which allows a customer to
fully edit there listing on WeedMaps.com with unlimited updates and pictures, ability to add photos, create a menu, and get visibility on the
product finder section. They can also respond to customer reviews and update live community streams, and receive unlimited customer
support. Further, the Copper Listing provides other features such as fourth listing position on the map in a customer ’s given region, fourth
position on the Feature Five Slide bar, and fourth position on their regional listing page.

          Nickel Listing is a premium package which includes everything that we offer in our Listing Plus package which allows a customer to
fully edit there listing on WeedMaps.com with unlimited updates and pictures, ability to add photos, create a menu, and get visibility on the
product finder section. They can also respond to customer reviews and update live community streams, and receive unlimited customer
support. Further, the Copper Listing provides other features such as fifth listing position on the map in a customer’s given region, fifth position
on the Feature Five Slide bar, and fifth position on their regional listing page.

                                                                              Standard Listing Packages
Listing Package                                  Listing Plus     Listing Deluxe    Delivery Plus       Medbox                    Dr. Listing

Unlimited listing updates allowed                    Yes                Yes                  Yes                  Yes                 Yes
Unlimited text and photos on listing                 Yes                Yes                  Yes                  Yes                 Yes
Priority listing placement in regional
                                                     Yes                Yes                  Yes                  Yes                 Yes
listing
Access to WeedMaps “Weed Menu”                       Yes                Yes                  Yes                  Yes                 Yes
Visibility on strain finder                          Yes                Yes                  Yes                  Yes                 Yes
Summary content on the regional
                                                     Yes                Yes                  Yes                  Yes                 Yes
dispensary listing page
Phone support for customer service                   Yes                Yes                  Yes                  Yes                 Yes
Ability to type an official club response to
                                                     Yes                Yes                  Yes                  Yes                 Yes
any customer reviews
Activity highlights on community activity
                                                     Yes                Yes                  Yes                  Yes                 Yes
stream
Text coupon blasts                                     -             Scheduled              -                 -                  -
Placement on map                                       -                 -                  -                 -                  -
Placement on regional listing page                     -                 -                  -                 -                  -
Placement on featured five slide bar                   -                 -                  -                 -                  -
Regional sub-heading listing                           -                 -                  -                 -                  -
                                                                                   Purple Magnifying Purple Magnifying
                                               Purple Magnifying Purple Magnifying                                       Blue Magnifying
Listing icon                                                                        Glass with Truck Glass with Vending
                                                     Glass             Glass                                            Glass with Rx Icon
                                                                                          Icon         Machine Icon
Eligibility for WeedPhotos.com monthly
                                                       -                Yes                   -                    -                    -
strain highlight


                                                                        43
         Listing Plus is the basic package which allows a customer to fully edit there listing on WeedMaps.com with unlimited updates and
pictures. Customers can add photos, create a menu, and get visibility on the product finder section. They can also respond to customer reviews
and update live community streams, and receive unlimited customer support.

      Listing Deluxe includes everything from Listing Plus with the added features of having a monthly marijuana strain highlight on
WeedPhotos.com, text (SMS) based coupons and enhanced positioning on the regional listing page.

         Delivery Plus is the basic package offered for those dispensaries that offer their customers delivery services as part of their
product/service offerings. Delivery Plus allows a customer to fully edit their listing on WeedMaps.com with unlimited updates and
pictures. Customers can add photos, create a menu, and get visibility on the product finder section. They can also respond to customer
reviews, and update our live community stream, and receive unlimited customer support.

         Medbox is the basic package offered for those dispensaries that serve their customers via a vending machine or ‘medical marijuana
box’. Medbox allows a customer to fully edit their listing on WeedMaps.com with unlimited updates and pictures. Customers can add photos,
create a menu, and get visibility on the product finder section. They can also respond to customer reviews, and update our live community
stream, and receive unlimited customer support.

         Dr. Listing is the basic package offered to medical doctors offering medicinal cannabis recommendation letters as part of their medical
practice offerings. Dr. Listings allows a doctor to edit their listing on WeedMaps.com with unlimited updates and pictures. They can also
respond to customer reviews, update our live community stream, and receive unlimited customer support.

Advertising

        We generate revenues from fees we charge customers for placing ads for their related companies on our websites. Our advertising
packages include our Daily Deals, Email Text, Spring Gathering, Texting, WeedFreebies advertising packages. All of our Advertising
Packages are considered Ad Revenue pursuant to our revenue recognition policy. See Note 1. General – Revenue Recognition . Below is a
summary presentation of our advertising packages.

                                                       Advertising (for 2011, in 000’s)
                    Daily Deals           Email Text         Spring Gathering             Texting             Weed Freebies
                       $934                 $25                     $156                   $111                   $75

        Daily Deals are coupons that are displayed on the geo-targeted Main Page and on the Regional Listing Page for users to view and
redeem at their convenience. The dispensary provides us the information they wish to have on the coupon, and the customer then uses the
coupons secret code to redeem at the dispensary.

         Email Text is a text-base coupon that is emailed to our website visitors that have indicated their desire to receive coupons on a daily
basis.

         Spring Gathering is a ‘background takeover’ of the WeedMaps.com website. A ‘background takeover’ is an advertising campaign
which replaces a website’s default background. The website instead displays an image or images outside of the defined container area of the
website. The entire area outside of the container becomes a clickable area which opens a specified URL to the advertiser’s respective website.


                                                                      44
        Texting is an SMS text that is sent to website visitors that have indicated their desire to receive coupons on a daily basis. Testing in
most cases is included with a premium package (Gold, Silver, Bronze) as they provide captivating and engaging content for our user base. In
some cases they are offered individually.

         WeedFreebies is a package we offer to our customers. “Freebie” is a product that is paid for by our client. A “freebie” is placed on
the WeedMaps.com homepage and on WeedFreebies.com. Registered users of WeedMaps.com receive 5 clicks at a chance to win the
“Freebie” of the day. Website visitors wait each day to use their clicks to win the daily “freebie”. During this idle time patients have a
tendency to look at the sponsor link during which time they are more likely to “browse around” and click the sponsored link directly. By
clicking on the sponsored link, the patient will be directed to our customer’s product website or our clients listing page.

Content Production

         We generate revenues from photo and video production of content, which is displayed on our websites. We recognize as revenue the
fees we charge customers for photo and video production services pursuant to which we create virtual tours of their establishments and
products, which are then displayed on our websites. All of our Content Production services are considered Content Production Revenue
pursuant to our revenue recognition policy. See Note 1. General – Revenue Recognition . Below is a summary presentation of our Content
Production services:

                                                   Content Production (for 2011, in 000’s)
                              Photo's                      Video Strain Review                           Weed TV
                               $14                                 $56                                     $31

          Photos is a service we offer our customers whereby a WeedMaps photographer captures photos of the dispensary’s establishment and
of their products. Photos of our customer’s products are labeled by strain and placed on our customer’s respective WeedMaps listing page.

         Video Strain Review is a service offered to our customers whereby a video is captured of the dispensary’s products and posted on their
respective WeedMaps listing page.

         WeedTV is a service we offer to our customers whereby a dispensary’s Video Strain Review is placed on WeedMaps.tv.

Operating Expenses

          Operating Expenses – Our operating expenses as a percentage of sales experienced a slight increase from 86% for the twelve months
ended December 31, 2010, to 88% for the twelve months ended December 31, 2011. The increase in operating expenses from $2.9 million for
the twelve months ended December 31, 2010 to $10.5 million for the twelve months ended December 31, 2011, an increase of 261% is
attributable to support our efforts to expand our operations during the twelve months ended December 31, 2011 as compared to the twelve
months ended December 31, 2010. In particular, during the year ended December 31, 2011, we hired technology specialists for our research
and development department. Specifically, this includes the retention of additional coders, programmers and engineers whose responsibilities
include, but are not limited, to developing software and additional finder sites. In addition, we have recently hired media related personnel for
the creation of pre and post video production. This was accompanied by increases in salaries and employee benefits, increases in professional
fees which included fees for legal and accounting work as well as expenses related to our Securities and Exchange Commission filings and for
fees paid to consultants related to business development, investor relations, sales contract work, increases in general and administrative
expenses primarily attributable to non-cash amortization expense associated with our recent acquisitions, and expenses associated with moving
into our new offices and the associated leasehold improvements and purchases of office furniture and equipment.


                                                                       45
         Salaries And Employee Benefits – During the years ended December 31, 2011 and December 31, 2010, salaries and employee benefits
were $5.1 million and $1.2 million, respectively. The significant increase in salaries and employee benefits during the year ended December
31, 2011 as compared to the year ended December 31, 2010, is primarily attributed to our substantially increasing our operations and hiring
various employees which resulted in increases in associated salaries and employee benefits as well as increases in general and administrative
costs.

         Professional Fees – During the years ended December 31, 2011 and December 31, 2010, professional fees were $2.3 million and
$873,000, respectively. The significant increase in professional fees includes fees for legal and accounting work as well as our year end audit
for the years ending December 31, 2011 and December 31, 2010, for Securities and Exchange filing related matters and for fees paid to
consultants related to business development, investor relations, sales contract work and to support our efforts to expand our operations during
the year ended December 31, 2011.

          General And Administrative Expenses – During the years ended December 31, 2011 and December 31, 2010, general and
administrative expenses were $1.3 million and $422,000, respectively. The increase in general and administrative expenses is primarily
attributable to significant increases in advertising and marketing expense during the year ended December 31, 2011 as compared to the year
ended December 31, 2010. Advertising expense during the years ended December 31, 2011 and December 31, 2010, were $714,000 and
$216,000, respectively.

Liquidity and Capital Resources

        Our cash, current assets, intangible assets, total assets, current liabilities, and total liabilities as of December 31, 2011 and December
31, 2010 were as follows:

                                                                                        December 31,       December 31,
                                                                                            2011               2010              Percentage
                                                                                          (audited)          (audited)            Change

Cash                                                                                   $     1,512,590     $     1,388,574                    9%
Total current assets                                                                         2,160,166           2,492,911                  -13 %

Intangible assets:
Domain names                                                                                 4,364,119               9,076               47984 %
Web software                                                                                   501,343                   0                   -
Goodwill                                                                                       486,403                   0                   -
Total intangible assets                                                                      5,351,865           4,165,911                  28 %

Total assets                                                                                 8,076,380           7,639,862                    6%

Total current liabilities                                                                    2,891,862          1,287,023                   125 %
Total long term liabilities                                                                 23,733,393         22,862,269                     4%
Total liabilities                                                                      $    26,625,255     $   24,149,292                    10 %


                                                                       46
         We had an increase in cash from $ 1.3 million at December 31, 2010 to $ 1.5 million at December 31, 2011, an increase of $124,000.

         Our intangible assets at December 31, 2011 consist almost entirely of assets acquired in the WeedMaps and Revyv acquisitions as
well as the domain name acquisition of marijuana.com. These assets are necessary for our growth. The balance is goodwill which represents
the premium paid for the acquisitions.

          Our current liabilities increased from $ 1.2 million at December 31, 2010 to $ 2.9 million at December 31, 2011, an increase of $1.6
million and is as a result of the reclassification of the current portion of the note payable to the Sellers of WeedMaps of $1.1 million from a
long term liability, the $700,000 current portion of the note payable related to the acquisition of the domain name marijuana.com, an increase in
accrued liabilities arising from non-cash accrual of a $361,000 tax provision during the year ended December 31, 2011 all of which was
partially offset by a decrease arising from the termination of the three-year Consulting Agreement entered into by us and Douglas Francis, our
President. See Note 5 Other Current Assets in the footnotes to the financial statements for information regarding the Employment Agreement
entered into by Mr. Francis and us contemporaneously with the Termination Agreement.

         Our total long term liabilities increased from $ 22.8 million at December 31, 2010 to $ 23.7 million at December 31, 2011, an increase
of $870,000 and is primarily as a result of a increase in long term note payable of $3.4 million related to the acquisition of the domain name
marijuana.com which was partially offset by payments we made on notes payables to related parties and the termination of the three-year
Consulting Agreement entered into by us and Douglas Francis, our President. See Note 5. Other Current Assets in the Footnotes to the
Financial Statements for information regarding the Employment Agreement entered into by Mr. Francis and us contemporaneously with the
Termination Agreement.

Cash Requirements

          We had approximately $1.5 million in cash and cash equivalents as of December 31, 2011. Our operating income for the year ended
December 31, 2011 was $1.45 million. We had a working capital deficit of approximately $0.7 million at December 31, 2011. During the year
ended December 31, 2011, our principal source of liquidity was cash generated from our current operations. However, there can be no
assurance that a sufficient level of revenue from sales will be maintained to continue to fund our operations. Future events, which include, but
are not limited to, operational problems, delays and unforeseen expenses, may prevent us from meeting our day-to-day financial obligations. In
addition, regulatory issues related to our principal operations may cause some or all of our clients to close and/or cause our operations to
discontinue. In either situation, it may have a materially adverse effect on our operations and may either impair our ability to operate or force
us to discontinue operations. We may have difficulties, be prevented from, or be unsuccessful in obtaining debt financing or raising capital
through the sale of equity in order to maintain and potentially expand our operations and to fund our debt obligations. If we are not able to
maintain or increase revenues, or we are unable to secure any additional method of financing, we may be forced to terminate employees,
downsize our operations and/or discontinue our operations.

Sources and Uses of Cash

Operations

         We had net cash from operating activities of $1.74 million for the year ended December 31, 2011, as compared to $1.37 million for
the year ended December 31, 2010. For the year ended December 31, 2011, the net cash provided by operating activities consisted primarily of
net loss of $3.0 million (including discontinued operations) which was offset by a $4.1 million non-cash loss on abandonment related to the
discontinued operations of General Health Solutions and the associated impairment of the management contract and goodwill, and to a lesser
extent, an increase in accounts payable and accrued liabilities of $12,000, an increase in prepaid expenses and deposits of $673,000, plus
non-cash amortization and depreciation expense of $285,000 and 71,000, respectively. For the year ended December 31, 2010, the net cash
provided by operating activities consisted primarily of net income (including discontinued operations) of $350,000, an increase in accounts
payable and accrued liabilities of $62,000, a increase in prepaid expenses and deposits of $879,000, plus non-cash depreciation expense of
$115,000.


                                                                       47
Investments

         We had net cash used in investing activities of $943,000 for the year ended December 31, 2011, as compared to $540,000 for the year
ended December 31, 2010. For the year ended December 31, 2011, the net cash used in investing activities was primarily related to purchases
of furniture and computers and other equipment of $454,000, plus purchases of intangible assets of $489,000. For the year ended December
31, 2010, the net cash from investment activities was primarily a result of purchases of furniture and computers and other equipment of
$212,000, plus purchases of intangible assets of $328,000.

Financing

          We had net cash used in financing activities of $670,000 for the year ended December 31, 2011, as compared to net cash from
financing activities of $542,000 for the year ended December 31, 2010. For the year ended December 31, 2011, our net cash used in financing
activities consisted solely of payments on note payable to related parties. For the year ended December 31, 2010, our net cash from financing
activities consisted of $1.65 million in proceeds from the issuance of shares of our common stock which was partially offset by payments on
notes payable of $1.1 million.

Debt Instruments, Guarantees, and Related Covenants

 We have no disclosure required by this Item.

Critical Accounting Estimates

Goodwill

         In accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value
assigned to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level (operating segment or one
level below an operating segment) on an annual basis in our fourth fiscal quarter or more frequently if indicators of impairment exist. The
performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of our reporting
units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is generally determined using
the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill
impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test involves
comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. No amortization is recorded for
goodwill with indefinite useful life. Goodwill impairment of $2,718,538 and zero was recognized during the twelve months ended December
31, 2011 and 2010, respectively. See Note 9. Discontinued Operations in the notes to the financial statements for information regarding the
goodwill impairment during the year ended December 31, 2011.


                                                                       48
Intangible Assets

         In accordance with Goodwill and Other Intangible Assets, intangible assets that are determined not to have an indefinite useful life are
subject to amortization. The Company amortizes intangible assets using the straight-line method over their estimated useful lives.

Impairment of Long-Lived and Intangible Assets

         In accordance with Accounting for the Impairment or Disposal of Long-Lived Assets, we review long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company assesses
the recoverability of the long-lived and intangible assets by comparing the carrying amount to the estimated future undiscounted cash flow
associated with the related assets. Impairment of intangible assets related to General Health Solutions, Inc. being recorded as discontinued
operations of $1,438,297 was recognized during the twelve months ended December 31, 2011. No impairment of long-lived assets was
recognized during the twelve months ended December 31, 2010. See Note 9. Discontinued Operations in the notes to the financial statements
for information regarding the intangible asset impairment during the year ended December 31, 2011.

Net Income

         For the years ended December 31, 2011 and 2010, we had net loss of $3.0 million and net income of approximately $350,000,
respectively. The net loss we experience during the year ended December 31, 2011 is primarily attributed to the $4.1 million non-cash loss on
abandonment related to the discontinued operations of General Health Solutions and the associated impairment of the management contract and
goodwill. Net income during the year ended December 31, 2010 is primarily attributed to our efforts to expand our operations during the year
ended December 31, 2010 and the associated growth that we experienced which resulted in significant increases in our operating expenses.


                                                                       49
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Mendoza Berger & Company, LLP

        On approximately June 1, 2010, Mendoza Berger & Company, LLP, our independent accountants previously engaged as the principal
accountants to audit our financial statements, were dismissed as our independent accountants. The decision to change independent accountants
was approved by our Board of Directors and did not arise out of any dispute or disagreement with Mendoza Berger & Company, LLP.

         Mendoza Berger & Company, LLP audited our financial statements, including our balance sheet as of December 31, 2008 and 2007
and our related statements of operations, changes in stockholders’ equity, and statements of cash flows for the two years then ended, which
were filed with our Annual Report on Form 10K with the Commission on April 1, 2009. The audit report of Mendoza Berger & Company,
LLP on our financial statements for the period stated above (the “Mendoza Audit Period”) did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, but it did indicate conditions which raised
substantial doubt about our ability to continue as a going concern. During the Mendoza Audit Period, and through their termination, there were
no disagreements with Mendoza Berger & Company, LLP on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants, would have caused it to make
reference to the subject matter of the disagreements in connection with its report, and there were no reportable events as described in Item
304(a)(1)(v) of Regulation S-K.

          We have provided a copy of this disclosure to Mendoza Berger & Company, LLP and requested that the former accountants furnish us
with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made by us, and, if not,
stating the respects in which they do not agree. A copy of the letter from Mendoza Berger & Company, LLP to the Securities and Exchange
Commission stating that they agree with the statements made by us is attached hereto as Exhibit 16.1 .

Dale Matheson Carr-Hilton Labonte, LLP

 On June 1, 2010, we engaged Dale Matheson Carr-Hilton Labonte, LLP, Chartered Accountants, as our independent public accountant for all
our audit work going forward, starting with the fiscal year ended December 31, 2009.

         During the two most recent fiscal years, or any subsequent interim period, prior to engaging Dale Matheson Carr-Hilton Labonte, LLP
neither we nor anyone acting on our behalf consulted with Dale Matheson Carr-Hilton Labonte, LLP regarding (i) the application of accounting
principles to a specific completed or contemplated transaction, or (ii) the type of audit opinion that might be rendered on our financial
statements where either written or oral advice was provided that was an important factor considered by us in reaching a decision as to the
accounting, auditing, or financial reporting issue, or (iii) any matter that was the subject of a disagreement with our former accountant on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in
connection with its audit report.


                                                                       50
          Dale Matheson Carr-Hilton Labonte, LLP audited our financial statements, including our balance sheet as of December 31, 2009
and our related statements of operations, changes in stockholders’ equity, and statements of cash flows for the year then ended. The audit
report of Dale Matheson Carr-Hilton Labonte, LLP on our financial statements for the period stated above (the “DMCL Audit Period”) did
not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting
principles, but it did indicate conditions which raised substantial doubt about our ability to continue as a going concern. During the DMCL
Audit Period, and through their termination, there were no disagreements with Dale Matheson Carr-Hilton Labonte, LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountants, would have caused it to make reference to the subject matter of the disagreements in connection with its
report, and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

          We have provided a copy of this disclosure to Dale Matheson Carr-Hilton Labonte, LLP and requested that the former accountants
furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made by us, and,
if not, stating the respects in which they do not agree. A copy of the letter from Dale Matheson Carr-Hilton Labonte, LLP to the Securities
and Exchange Commission stating that they agree with the statements made by us is attached hereto as Exhibit 16.2 .

Tarvaran, Askelson & Company LLP

         On approximately October 1, 2010, Dale Matheson Carr-Hilton Labonte, LLP, was dismissed as our independent accountants. The
decision to change independent accountants was approved by our Board of Directors and did not arise out of any dispute or disagreement with
Dale Matheson Carr-Hilton Labonte, LLP.

 On October 1, 2010, we engaged Tarvaran, Askelson & Company LLP, Certified Public Accountants, as our independent certified public
accountant for all our audit work going forward, starting with the fiscal years ended December 31, 2010 and 2009.

           During the two most recent fiscal years, or any subsequent interim period prior to engaging Tarvaran, Askelson & Company LLP
neither we nor anyone acting on our behalf consulted with Tarvaran, Askelson & Company LLP regarding (i) the application of accounting
principles to a specific completed or contemplated transaction, or (ii) the type of audit opinion that might be rendered on our financial
statements where either written or oral advice was provided that was an important factor considered by us in reaching a decision as to the
accounting, auditing, or financial reporting issue, or (iii) any matter that was the subject of a disagreement with our former accountant on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in
connection with its audit report.


                                                                      51
                         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

          The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers,
and the positions with us held by each person, and the date such person became a director or executive officer. Our executive officers are
elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of Directors. Family relationships among any of the directors and
officers are described below.

Name                                                              Age          Position

James Pakulis                                                      48          Chairman of the Board of Directors and Chief Executive Officer

Douglas Francis                                                    33          President, Chief Strategy Officer, Director

Munjit Johal                                                       56          Chief Financial Officer, Secretary, Treasurer, and Director

Bonni Goldstein                                                    47          Director

Justin Hartfield                                                   27          Chief Web Officer

Keith Hoerling                                                     30          Chief Technology Officer

       James Pakulis , age 48, has been one of our directors since August 2010, our Chief Executive Officer since November 2010, and our
Chairman of the Board since January 2011. He served as our Chairman of the Board, President and COO from August 2010 to November
2010. Mr. Pakulis was an advisor to Synergistic Resources, LLC from January 2010 until the time of our acquisition of its assets in December
2010. Mr. Pakulis was made a director at the time of his acquisition of control of the company in August 2010.

         Mr. Pakulis’ has extensive experience successfully negotiating business acquisitions, real estate and financial transactions (see
below). His negotiation skills have been materially beneficial for us as Mr. Pakulis has successfully lead, in part with Mr. Francis, the
negotiations to acquire four separate entities and a premium domain in the course of approximately eighteen months. In addition to negotiating
the transaction, and as a result of Mr. Pakulis’ history in operations and management, he has been instrumental in incorporating the operations
of our four acquired entities. Mr. Pakulis’ attributes in management have also proven beneficial as he has overseen our consistent growth since
inception in August 2010.

          Mr. Pakulis has considerable experience working in industries in which there is an uncertain or changing regulatory environment,
similar to the medicinal cannabis industry today. Mr. Pakulis was material in assisting with the national growth strategies and acquisitions on
behalf of CliniCorp, Inc. during the transitory period in which the healthcare system experienced a paradigm shift as to how it operated when it
converted from a “pay for fee” system to a healthcare managed system. And he was successful in leading his mortgage company during the
financially challenging years of 2007 and 2008.


                                                                        52
         At Synergistic Resources, Mr. Pakulis was instrumental in enhancing the operations of the company. He provided keen leadership in
upgrading the accounting department as well as streamlining the operations, including but not limited, to better call retention, and higher
patient conversion rate. Mr. Pakulis organized and oversaw, with legal counsel, the upgrade of legal documentation being used by the
company, and assisted in the review and implementation of contracts and agreements. Mr. Pakulis was also responsible for the due diligence
and analysis in order to determine the viability of expanding the company’s operations outside the state of California.

         Since 1995, Mr. Pakulis has also been an owner and/or consultant in start-up companies in various industries including internet,
finance, real estate and insurance. From 2003 through 2009 Mr. Pakulis was President of Pacific West Funding Corporation. Mr. Pakulis
oversaw the operations at both locations of Pacific West Funding Corporation (California and Utah) including the financing, accounting, hiring
and legal compliance issues. Mr. Pakulis also structured non-residential real estate transactions as well as sourced and allocated funds for
various real estate projects. Mr. Pakulis obtained his insurance license in 2009.

         From 1995 to 2003 Mr. Pakulis acted as a financial consultant to several privately held entities located in California, as well as
performed mortgage brokerage services for several firms including BrooksAmerica, a mortgage and wholesale lender located in Santa Ana,
California. From 1990 to 1995, Mr. Pakulis oversaw all mergers and acquisitions in the western United States for CliniCorp, Inc., a publicly
traded entity that had specialized in healthcare clinic management and operations. Mr. Pakulis’ role entailed sourcing, negotiation and
acquiring, on behalf of CliniCorp, the assets of healthcare facilities located in California, New Mexico, Colorado and Arizona. Mr. Pakulis
also acted as the conduit between senior management at CliniCorp and the acquiring entities. In this role Mr. Pakulis assisted management
with forming stock option plans, projecting clinic revenues and negotiating key person contracts. From 1987 to 1990, Mr. Pakulis was
involved in the healthcare industry overseeing day-to-day operations for several privately held multi-disciplinary clinics in the Los Angeles
area. Mr. Pakulis primary responsibilities at these facilities included managing, staffing and training office personnel, as well establish
additional locations for future medical offices. Mr. Pakulis received his BA in English from The Ohio State University in 1987.

         Douglas Francis , age 33, has been one of our directors and our Chief Strategy Officer since August 2010, our President since
November 2010, and was our CEO from August 2010 to November 2010 and our Chairman of the Board from November 2010 to January
2011. From 2008 until the time of our acquisition of its assets in December 2010, Mr. Francis was the CEO of Synergistic Resources, LLC, an
entity specializing in the management of physician owned healthcare facilities which issued Letters Of Recommendation for patients that
warrant them in the medicinal cannabis medical industry throughout California.

          Mr. Francis demonstrated exceptional skills in developing operational and marketing plans for the management of the above
referenced clinics. As a result of his insight and leadership skills, he was able to expand the number of clinics under management from one to
ten facilities over the course of two years. Mr. Francis was instrumental in the creation and design of Synergistic Resources custom design
marketing campaigns which was primarily based on the development of software and the implementation of technology. Specifically, the
technology methodology included leveraging search engine optimization, social media outlets and corporate branding via the web. Mr. Francis
has been able to apply these traits and attributes in assisting with the growth of our technology department. As a result of his experience in
technology, communications, healthcare, and real estate, Mr. Francis has applied his skill set and has proven himself as a valuable asset in
strategizing our direction and overall business goals.

         In addition to the above, Mr. Francis’s responsibilities also included the integration and monitoring of web based communication and
telephone systems, as well as redundant systems, which prevented minimal communication interruptions in a high call volume
environment. Mr. Francis has applied these skills and experience to improve and enhance the flow of calls and overseeing our communications
systems.

         Separately, Mr. Francis spearheaded the original expansion of the management of health care facilities at Synergistic Resources from
one to ten facilities over the course of two years.


                                                                     53
         Mr. Francis’ expertise in the medicinal cannabis industry made him attractive as one of our directors. In November 2009 Mr. Francis
also became COO of WeedMaps, LLC, which owns the domain weedmaps.com. Mr. Francis, having significant sales experience, was
instrumental in combining state-of-the-art internet technology with conventional sales methodologies. As a result, WeedMaps.com has become
the largest internet finder site in the country for medical dispensaries.

         Mr. Francis was an independent mortgage broker for all of 2007. From October 2005 through the end of 2006, Mr. Francis served as
the CEO of Embark Lending Corporation, a mortgage firm. Mr. Francis hired and trained mortgage brokers, oversaw operations and
administrations, and assisted in organizing and monitoring various lines of credits originating from financing institutions. From November
2003 to August 2005, Mr. Francis served as the CEO of Home Advantage Funding, under NovaStar Home Mortgage, also a mortgage
firm. During that time Mr. Francis provided a similar leadership role that he performed at Embark Lending Corporation. Mr. Francis received
his BA in Finance from Chapman University in 2001.

         Munjit Johal , age 56, has been a director and our Chief Financial Officer since October 20, 2006. Additionally, Mr. Johal serves as
the Controller of High Tower Capital, Inc., where he has served since January 2007. Prior to that, Mr. Johal was the Chief Financial Officer of
Secured Diversified Investment, Ltd from 2002 to January 2009 and Davi Skin, Inc. from March 2007 to May 2010. Since 1990, Mr. Johal has
served as a financial officer of various companies including Pacific Heritage Bank as Executive Vice President. From 1981 to 1987 Mr. Johal
was a Senior Analytical Manager for Office of Thrift Supervision, Department of the Treasury (formerly Federal Home Loan Bank Board, the
11th District). Mr. Johal oversaw a staff of seventeen people and was responsible for, among other things, monitoring banking activities and
enforcement actions for lending institutions and holding companies valued at $500 million or less. Mr. Johal’s skill set at researching,
reviewing, analyzing, managing and overseeing entities from a financial prospective has provided SearchCore (formerly General Cannabis,
Inc.) with valuable direction and guidance as it relates to our reporting procedures. Mr. Johal’s extensive financial expertise has also played a
material role in providing management and the Board of Directors of SearchCore with sound financial counsel as it relates to analyzing
potential acquisition targets. In addition, Mr. Johal’s regulatory experience and other prior experience with public companies and banks as a
compliance officer, in addition to being a CFO, is beneficial to the company with respect to internal controls, disclosures, and complying with
necessary regulatory requirements.

         In total, Mr. Johal has over 28 years of broad experience in banking, accounting, finance, and management in the private and public
sector. Mr. Johal earned his MBA from the University of San Francisco in 1980. He received his BS degree in History from the University of
California, Los Angeles, in 1978.

          Bonni Goldstein , M.D. , age 47, has been one of our directors since August 2010. She has been the Medical Director at Synergistic
Resources, LLC since 2008. Dr. Goldstein has performed extensive independent medical research in the medicinal cannabis industry. Dr.
Goldstein’s overall working knowledge of the medicinal cannabis industry and her medical background combined with the entrepreneurial
skills necessary to own and operate a business made Dr. Goldstein an attractive candidate for the Board of Directors at SearchCore (formerly
General Cannabis, Inc.). Another positive attribute of Dr. Goldstein is her ability to clearly and easily communicate cannabis related medical
information as it periodically applies to our operations and management.

         Prior to joining Synergistic Resources, from 2006 to 2008, Ms. Goldstein was the owner and founder of Brainiacs Science Discover
Center in Redondo Beach, California. From 2002 to 2006, Ms. Goldstein was a Pediatric Emergency Medicine Physician at the Little
Company of Mary Hospital in Torrance, California. Ms. Goldstein attended Rutgers College where she majored in Biology and graduated in
1986, and then attended University of Medicine and Dentistry of New Jersey (Robert Wood Johnson Medical School) where she received her
M.D. in 1990. After an internship and residency at Children’s Hospital Los Angeles, she was chosen to be the Chief Resident of the
program. She worked in the Community Health Center evaluating low-income pediatric patients while also acting as Clinical Instructor for
USC School of Medicine. She became an Attending Physician in the LAC-USC Pediatric Emergency Department, handling complex
emergencies and instructing medical students and residents in the art of assessing pediatric illness. Dr. Goldstein is also a published medical
author, creating questions for ExamMaster, a Board Preparation Program. Ms. Goldstein is a Member of the International Association of
Cannabis as Medicine and a Member of the International Cannabinoid Research Society.


                                                                       54
Justin Hartfield , age 27, has been our Chief Web Officer since November 2010, when we acquired his company, WeedMaps, LLC. Mr.
Hartfield was the founder and Chief Executive Officer of WeedMaps, LLC beginning in July 2008. Mr. Hartfield’s expertise in the medicinal
cannabis industry made him attractive as one of our significant employees. Mr. Hartfield also serves as an Executive Vice President for The
Prometheus Institute, a think tank in Orange County focused on technology and Internet issues, where he has been since December 2003. From
October 2004 through October 2007, Mr. Hartfield was a Content Manager at Innovative Media Solutions, where he was r esponsible for
licensing, receiving, maintaining, billing, and supplying metadata for all content used in the PEA (Portable Entertainment Appliance) in-flight
entertainment system, including music, games, movies, TV shows, music videos, and newspapers. Mr. Hartfield has a Bachelor of Science in
Information and Computer Science from the University of California, Irvine.

Keith Hoerling , age 30, has served as our Chief Technology Officer since November 2010. From October 1, 2009 through November 1,
2009, Mr. Hoerling was the Chief Technology Officer and co-founder of WeedMaps, LLC. Mr. Hoerling’s expertise in the medicinal cannabis
 industry made him attractive as one of our significant employees. From March 1, 2008 through October 1, 2009, Mr. Hoerling worked at
Internet Brands in El Segundo, CA. Mr. Hoerling was a Senior Software Engineer who worked across all verticals, responsible for managing a
team of developers that improved public-facing web properties and for building internal workflow efficiency tools to gain competitive
advantage against competitors in similar spaces. From January 1, 2008 through March 1, 2008, Mr. Hoerling worked at Opposing Views, Los
Angeles CA as part of a small team of three (3) Ruby on Rails engineers responsible for launching a modern website startup that helps people
make educated life decisions. From 2006 through 2007, he worked at Dynamic Concepts, Aliso Viejo CA, where he worked with a team of
engineers to architect modern Apple XNU/Unix solutions for transitioning clients from legacy SCO/Unix. Keith was also responsible for
maintaining technical customer relationships and writing both high-level web-based software interfaces for DynamicXport, a secure software
transport layer, and low-level business logic in C. Mr. Hoerling received his BS in Information Technology from Chapman University in
2003.

Family Relationships

There are no family relationships among any of our officers, directors, or greater-than-10% shareholders.

                                                      EXECUTIVE COMPENSATION

Executive Compensation

        We currently have written employment agreements with James Pakulis and Douglas Francis. All of our executives are at-will
employees or consultants whose compensation is set forth in the Summary Compensation Table below.

 We previously entered into a three-year Consulting Agreement for mergers and acquisition services with Douglas Francis, our President. The
Consulting Agreement provided him with a cash consulting fee of One Million Eight Hundred Thousand Dollars ($1,800,000) payable to
Francis, one-half on June 30, 2012 (per an Amendment to the agreement) and the other half on January 10, 2013. The merger and acquisition
services provided by Mr. Francis pursuant to the consulting agreement were for formulating corporate strategy, financing and the targeting of
candidate companies that we could acquire or merge with in order to grow and significantly expand our business operations during the term of
the agreement. The purpose of entering into this agreement, at the time, was to properly incentivize and retain Mr. Francis on a long-term basis.


                                                                       55
         On August 1, 2011, we entered into a Termination of Consulting Agreement with Mr. Francis, which terminated, effective as of April
1, 2011, his Consulting Agreement with us dated as of November 19, 2010. During 2011 and prior to Termination of the Consulting
Agreement on August 1, 2011, Mr. Francis received a total of $150,000 in payments pursuant to the Consulting Agreement. Mr. Francis is no
longer entitled to the $1,800,000 as a result of the Termination of the Consulting Agreement.

          On August 1, 2011, we entered into an at-will Employment Agreement with Mr. Francis. Mr. Francis’ employment is effective as of
April 1, 2011. Under the terms of the agreement, his compensation is thirty thousand dollars ($30,000) per month. In the event of termination
of the agreement for a reason other than for cause, Mr. Francis will be entitled to severance equal to eighteen (18) months of compensation.
During the year ended December 31, 2011, we awarded a discretionary bonus to Mr. Francis’s in the amount of $518,000 which was based on
his critical role in identifying, negotiating and completing key acquisitions, materially increasing corporate revenue, and overseeing the
expansion of our core branding in the marketplace.

          On August 1, 2011, we entered into an at-will Employment Agreement with James Pakulis, our Chief Executive Officer and Chairman
of our Board of Directors. Mr. Pakulis’ employment is effective as of August 1, 2011. Under the terms of the agreement, his compensation is
thirty thousand dollars ($30,000) per month. In the event of termination of the agreement for a reason other than for cause, Mr. Pakulis will be
entitled to severance equal to eighteen (18) months of compensation.

 Summary Compensation Table

         The following table sets forth information with respect to compensation earned by our Chief Executive Officer, President, and Chief
Financial Officer for the fiscal years ended December 31, 2011, 2010 and 2009.


                                                                              Non-Equity       Nonqualified
Name and                                          Stock      Option          Incentive Plan      Deferred        All Other
Principal             Salary        Bonus        Awards      Awards          Compensation      Compensation    Compensation          Total
Position      Year     ($)           ($)           ($)         ($)                ($)               ($)              ($)              ($)

James Pakulis
(1)           2011      360,000           -0-         -0-         -0-                    -0-             -0-               -0-        360,000
CEO           2010       30,000           -0-         -0-         -0-                    -0-             -0-               -0-         30,000
              2009           -0-          -0-         -0-         -0-                    -0-             -0-               -0-             -0-

Douglas
Francis (2)   2011      360,000      518,000          -0-         -0-                    -0-             -0-          150,000        1,028,000
President     2010       30,000           -0-         -0-         -0-                    -0-             -0-               -0-          30,000
              2009           -0-          -0-         -0-         -0-                    -0-             -0-               -0-              -0-

Munjit Johal
(3)          2011        48,000           -0-         -0-         -0-                    -0-             -0-               -0-          48,000
CFO          2010         4,000           -0-         -0-         -0-                    -0-             -0-               -0-           4,000
             2009            -0-          -0-         -0-         -0-                    -0-             -0-               -0-              -0-


                                                                        56
(1)     Mr. Pakulis' annual salary, beginning in December 2010, is $360,000.

(2)     Mr. Francis' annual consulting compensation, beginning in December 2010, was $360,000. Effective August 1, 2011, he entered into
        an employment agreement and his consulting agreement was terminated. During 2011 and prior to Termination of the Consulting
        Agreement on August 1, 2011, Mr. Francis received a total of $150,000 in payments pursuant to the Consulting Agreement. Mr.
        Francis is no longer entitled to the $1,800,000 as a result of the Termination of the Consulting Agreement. During the year ended
        December 31, 2011, we awarded a discretionary bonus to Mr. Francis’s in the amount of $518,000 which was based on his critical
        role in identifying, negotiating and completing key acquisitions, materially increasing corporate revenue, and overseeing the
        expansion of our core branding in the marketplace.

(3)     Mr. Johal's receives $4,000 per month, beginning in December 2010, for his services as Chief Financial Officer. At December 31,
        2010 the $4,000 represents accrued amounts due to Mr. Johal.

Director Compensation

          For the years ended December 31, 2011 and 2010, none of the members of our Board of Directors received compensation for his or
her service as a director. We do not currently have an established policy to provide compensation to members of our Board of Directors for
their services in that capacity. We intend to develop such a policy in the near future.

Outstanding Equity Awards at Fiscal Year-End

        We do not currently have a stock option or grant plan.


                                                                   57
                       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of the date of this Prospectus, certain information with respect to our equity securities owned of
record or beneficially by (i) each Officer and Director; (ii) each person who owns beneficially more than 10% of each class of our outstanding
equity securities; and (iii) all Directors and Executive Officers as a group.

                                                    Name and Address Amount and Nature                    Percent of            Percent of
                                                      of Beneficial    of Beneficial                     Class Before           Class After
Title of Class                                         Owner (1)        Ownership                        Offering (2)           Offering (3)

                                                    James Pakulis
Common Stock                                        (4)(5)                             28,327,290                   34.0 %               32.1 %

                                                    Douglas Francis
Common Stock                                        (4)(5)                             28,827,289                   34.5 %               32.6 %

Common Stock                                        Munjit Johal (4)                           -0-                   -0-                   -0-

Common Stock                                        Bonni Goldstein (4)                        -0-                   -0-                   -0-

                                                                                                                         %                     %
Common Stock                                        Justin Hartfield                    8,200,000 (6)                9.8 (6)               9.3 (6)

                                                                                                                         %                     %
Common Stock                                        Keith Hoerling                      8,200,000 (6)                9.8 (6)               9.3 (6)

                                                    All Directors and
                                                    Officers
                                                    As a Group (4
Common Stock                                        persons)                           57,154,579                   68.6 %               64.7 %

         (1)      Unless indicated otherwise, the address of the shareholder is c/o SearchCore, Inc. (formerly General Cannabis, Inc.), 1300
                  Dove Street, Suite 100, Newport Beach, California 92660.
         (2)      Unless otherwise indicated, based on 83,340,256 shares of common stock issued and outstanding. Shares of common stock
                  subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of
                  computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of
                  computing the percentage of any other person.
         (3)      Based on 88,340,256 shares of common stock outstanding if all 5,000,000 shares offered by us are sold.
         (4)      Indicates one of our officers or directors.
         (5)      The shares held by Mr. Pakulis and Mr. Francis are held of record by R.H. Daignault Law Corporation, In Trust, pursuant to
                  an escrow agreement between them and the parties who assigned certain debts to Pakulis prior to its conversion into the
                  shares. Mr. Pakulis and Mr. Francis maintain investment control, including the power of disposition and voting, over the
                  shares.
         (6)      Each of Mr. Hartfield and Mr. Hoerling own 8,200,000 shares. The shares held by each of Mr. Hartfield and Mr. Hoerling
                  does not include an additional 8,000,000 shares each that may be earned pursuant to earn-out provisions set forth in the
                  agreement whereby they sold WeedMaps, LLC to us (which earn-out provisions have been satisfied for the first year; we
                  correspondingly expect to issue 6,000,000 shares in the first quarter of 2012). If the additional 8,000,000 shares was
                  included in the ownership of each of Mr. Hartfield and Mr. Hoerling, their percentage ownership before the offering would
                  be 16.3% each, and their percentage ownership after the offering would be 15.5% each.

          The issuer is not aware of any person who owns of record, or is known to own beneficially, ten percent or more of the outstanding
securities of any class of the issuer, other than as set forth above. The issuer is not aware of any person who controls the issuer as specified in
Section 2(a)(1) of the 1940 Act. There are no classes of stock other than common stock issued or outstanding. We do not have an investment
advisor.

         There are no current arrangements which will result in a change in control.


                                                                        58
                                     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          On October 17, 2011, we entered into a Lock-Up Agreement with James Pakulis and Douglas Francis that prevents them from selling
any of their securities until the earlier to occur of (i) three months after effectiveness of the registration statement of which this prospectus is a
part, (b) we are no longer selling our securities in a primary sale pursuant to the registration statement, or (c) the closing sale price for our
common stock is over $3.00 for twenty (20) consecutive trading days.

 We currently have written employment agreements with James Pakulis and Douglas Francis. All of our executives are at-will employees or
consultants whose compensation is set forth in the Summary Compensation Table below.

 We previously entered into a three-year Consulting Agreement for mergers and acquisition services with Douglas Francis, our President. The
Consulting Agreement provided him with a cash consulting fee of One Million Eight Hundred Thousand Dollars ($1,800,000) payable to
Francis, one-half on June 30, 2012 (per an Amendment to the agreement) and the other half on January 10, 2013. The merger and acquisition
services provided by Mr. Francis pursuant to the consulting agreement were for formulating corporate strategy, financing and the targeting of
candidate companies that we could acquire or merge with in order to grow and significantly expand our business operations during the term of
the agreement. The purpose of entering into this agreement, at the time, was to properly incentivize and retain Mr. Francis on a long-term basis.

         On August 1, 2011, we entered into a Termination of Consulting Agreement with Mr. Francis, which terminated, effective as of April
1, 2011, his Consulting Agreement with us dated as of November 19, 2010, with no further amounts due under the Consulting Agreement.

         On August 1, 2011, we entered into an at-will Employment Agreement with Mr. Francis. Mr. Francis’ employment is effective as of
April 1, 2011. Under the terms of the agreement, his compensation is thirty thousand dollars ($30,000) per month. In the event of termination
of the agreement for a reason other than for cause, Mr. Francis will be entitled to severance equal to eighteen (18) months of compensation.

          On August 1, 2011, we entered into an at-will Employment Agreement with James Pakulis, our Chief Executive Officer and Chairman
of our Board of Directors. Mr. Pakulis’ employment is effective as of August 1, 2011. Under the terms of the agreement, his compensation is
thirty thousand dollars ($30,000) per month. In the event of termination of the agreement for a reason other than for cause, Mr. Pakulis will be
entitled to severance equal to eighteen (18) months of compensation.

         On November 23, 2010, we sold an aggregate of 825,000 shares of our common stock, restricted in accordance with Rule 144 and
containing an appropriate restrictive legend, to four shareholders at a purchase price of $2.00 per share, for aggregate cash consideration of
$1,650,000. One of the four shareholders was James Pakulis, our Chief Executive Officer and a member of our Board of Directors, who
purchased 150,000 shares for aggregate cash consideration of $300,000.

 On November 19, 2010, we entered into an Agreement and Plan of Reorganization and Merger pursuant to which we acquired 100% of the
membership interests of WeedMaps, LLC, Nevada limited liability company. As consideration for the purchase, we issued an aggregate of
Sixteen Million Four Hundred Thousand (16,400,000) shares of our common stock to two individuals, Justin Hartfield and Keith Hoerling. As
further consideration for the purchase, we issued four (4) Secured Promissory Notes, two (2) to each of Hartfield and Hoerling. The total
principal amount of the notes is Three Million Six Hundred Thousand Dollars ($3,600,000), one half of which is due on June 30, 2012 (per an
Amendment to the Notes), and the other half of which is due on January 10, 2013. The notes pay interest at the rate of 0.35% per
annum. Pursuant to a three-year Consulting Agreement for mergers and acquisition services with Douglas Francis, one of our officers and
directors, a cash consulting fee of One Million Eight Hundred Thousand Dollars ($1,800,000) is payable to Francis, one-half on June 30, 2012
(per an Amendment to the agreement) and the other half on January 10, 2013. Hartfield and Hoerling can collectively earn up to an aggregate
of Sixteen Million (16,000,000) additional shares of our common stock pursuant to certain earn-out provisions in the Purchase Agreement
(which earn-out provisions have been satisfied for the first year; we correspondingly expect to issue 6,000,000 shares in the first quarter of
2012). All of the shares of common stock issued or to be issued to Hartfield and Hoerling are subject to the terms of a Lock-Up Agreement
whereby none of the shares may be sold prior to June 30, 2011, up to twenty five percent (25%) of the shares may be sold beginning on June
30, 2011, and the remaining shares may be sold beginning on November 30, 2011.


                                                                         59
         On August 18, 2010, a total of $1,609,704 in our convertible debt was assigned by various parties to James Pakulis. On that same
date, Mr. Pakulis converted the debt into an aggregate of 53,656,814 shares of our common stock, representing (as of October 29, 2010) 84.5%
of our issued and outstanding common stock, which were issued on August 24, 2010. Mr. Pakulis subsequently sold one-half (1/2) of the
shares to Douglas Francis, another of our officers and directors. Also on August 18, 2010, James Pakulis purchased 5,000,000 shares of our
common stock from a former affiliate shareholder, representing (as of October 29, 2010) 7.8% of our issued and outstanding common
stock. The shares held by Mr. Pakulis and Mr. Francis are held of record by R.H. Daignault Law Corporation, In Trust, pursuant to an escrow
agreement between them and the parties who assigned the debts to Pakulis prior to its conversion into the shares.

          DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

          Article V of our Articles of Incorporation provides that, the personal liability of the directors of the corporation is hereby eliminated to
the fullest extent permitted by paragraph 1 of Section 78.037 of the General Corporation Law of the State of Nevada, as the same may be
amended and supplemented.

         Article VI of our Articles of Incorporation provides that, the corporation shall, to the fullest extent permitted by Section 78.751 of the
General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said
section.

 Our bylaws do not further address indemnification, and there are no resolutions of our shareholders or directors which address
indemnification.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

                                                         AVAILABLE INFORMATION

          We are not subject to the reporting requirements of the Securities Exchange Act of 1934. We have filed with the Securities and
Exchange Commission a registration statement on Form S-1, together with all amendments and exhibits thereto, under the Securities Act of
1933 with respect to the common stock offered hereby. This prospectus does not contain all of the information set forth in the registration
statement and the exhibits and schedules thereto. Statements contained in this prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in all respects by such reference.

           Copies of all or any part of the registration statement may be inspected without charge or obtained from the Public Reference Section
of the Commission at 100 F Street, NE, Washington, DC 20549. The registration statement is also available through the Commission’s web
site at the following address: http://www.sec.gov.

                                                                    EXPERTS

         The audited financial statements of SearchCore, Inc. (formerly General Cannabis, Inc.) as of December 31, 2011 and 2010 and for the
years then ended appearing in this prospectus which is part of a registration statement have been so included in reliance on the report of
Tarvaran, Askelson & Company, LLC, given on the authority of such firm as experts in accounting and auditing.


                                                                         60
                                                    INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                                                            F-1
Consolidated Balance Sheets as of December 31, 2011 and 2010                                                       F-2
Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010                               F-3
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010                               F-4
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2011 and 2010           F-5
Notes to Financial Statements                                                                              F-6 to F-35




                                                                          61
                             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of SearchCore, Inc.

We have audited the accompanying consolidated balance sheets of SearchCore, Inc. as of December 31, 2011 and 2010, and the related
consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended
December 31, 2011. SearchCore, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SearchCore, In. as of
December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the two-year period ended December
31, 2011 in conformity with accounting principles generally accepted in the United States of America.


Tarvaran, Askelson & Company, LLP



Laguna Niguel, CA
March 20, 2012


                                                                        F-1
                                                         SEARCHCORE, INC.

Consolidated Balance Sheets (Audited)

                                                                                         December 31,           December 31,
                                                                                             2011                   2010
                                                                   ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                           $         1,512,590     $        1,388,574
Accounts receivable                                                                             206,091                     —
Inventory                                                                                         9,830                     —
Other current assets                                                                            379,860              1,104,337
Current assets - discontinued operations                                                         51,795                     —
TOTAL CURRENT ASSETS                                                                $         2,160,166     $        2,492,911

Property and equipment, net                                                                    430,041                   2,202
Property and equipment - discontinued operations                                                    —                   44,966
Intangible assets:
Domain names                                                                                    114,119                  9,076
Domain name - Marijuana.com                                                                   4,250,000                     —
Web software                                                                                    501,343                     —
Goodwill                                                                                        486,403                     —
Intangible assets - discontinued operations                                                          —               4,156,835
Other assets                                                                                     82,332                900,000
Other assets - discontinued operations                                                           51,976                 33,872

TOTAL ASSETS                                                                        $         8,076,380     $        7,639,862


                                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable                                                                     $           50,632     $           46,757
Accrued liabilities                                                                             759,312              1,037,670
Note payable                                                                                    708,901                     —
Note payable - related party                                                                  1,130,000                     —
Current liabilities - discontinued operations                                                   243,017                202,596

TOTAL CURRENT LIABILITIES                                                           $         2,891,862     $        1,287,023

LONG TERM LIABILITIES

Other accrued liabilities                                                                      155,025                900,000
Note payable                                                                                 3,416,099                     —
Note payable - related party                                                                 1,800,000              3,600,000
Earn-out provisions, WeedMaps                                                               18,362,269             18,362,269

TOTAL LONG TERM LIABILITIES                                                                 23,733,393             22,862,269

TOTAL LIABILITIES                                                                   $       26,625,255      $      24,149,292

STOCKHOLDERS' EQUITY

Preferred stock, $0.001 par value: 20,000,000 shares authorized;
  zero shares issued and outstanding at December 31, 2011;
  zero shares issued and outstanding at December 31, 2010;                                           —                      —
Common stock, $0.001 par value: 200,000,000 shares authorized;
  83,140,256 shares issued and outstanding at December 31, 2011;
  82,640,256 shares issued and outstanding at December 31, 2010;                                 83,140                 82,640
Paid-in capital                                                                             (15,965,044 )          (16,964,444 )
Retained earnings (accumulated deficit)                                                      (2,666,971 )              372,374
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                              (18,548,875 )       (16,509,430 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $      8,076,380     $     7,639,862


                  The accompanying notes are an integral part of these consolidated financial statements.


                                                           F-2
                                                           SEARCHCORE, INC.

Consolidated Statements of Operations (Audited)

                                                                                                                    Years Ended
                                                                                                           December 31,    December 31,
                                                                                                               2011             2010
REVENUE
Sales                                                                                                     $    11,928,932        $    3,355,878
Total revenue                                                                                                  11,928,932             3,355,878

OPERATING EXPENSES
  Cost of sales                                                                                                   793,789               365,702
Selling, general and administrative expenses                                                                    9,684,963             2,533,659

Total operating expenses                                                                                       10,478,752             2,899,361

Operating Income                                                                                                1,450,180              456,517

Other Income (Expense)
Interest income                                                                                                       213                    66
Interest expense                                                                                                  (13,241 )                  —

Total other income (expense)                                                                                      (13,028 )                  66

 INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                                                          1,437,152              456,583

Provision for Income Taxes                                                                                        416,130               80,914
INCOME FROM CONTINUING OPERATIONS                                                                               1,021,022              375,669

Loss from discontinued operations, net of $133,500 and $18,100 tax benefit for the years ended
December 31, 2011 and 2010, respectively                                                                       (4,060,367 )             (25,174 )

NET (LOSS) INCOME                                                                                         $    (3,039,345 )      $     350,495


Income (loss) per share, Basic and Diluted
Income from continuing operations                                                                         $            0.012     $        0.013
Loss from discontinued operations                                                                                     (0.049 )           (0.001 )
Total income (loss) per share                                                                             $           (0.037 )   $        0.012


 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                                    83,140,256            28,868,864


                            The accompanying notes are an integral part of these consolidated financial statements.


                                                                     F-3
                                                            SEARCHCORE, INC.

Consolidated Statements of Cash Flows (Audited)

                                                                                                                    Years Ended
                                                                                                                             December
                                                                                                            December 31,         31,
                                                                                                                2011            2010
Cash flows from operating activities:
Net income from continuing operations                                                                      $    (3,039,345 )    $    350,495
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation                                                                                                        71,295           115,319
Amortization                                                                                                       284,856                —
Stock-based compnensation                                                                                               —             87,777
Loss on abandonment                                                                                              4,142,835                —
Changes in operating assets and liabilities:
Accounts receivable                                                                                               (206,091 )              —
Inventories                                                                                                         (9,830 )              —
Prepaid expenses and deposits                                                                                      672,682           878,670
Other assets                                                                                                        54,589                —
Accounts payable and accrued liabilities                                                                          (234,062 )         (62,161 )

      Net cash provided by operating activities                                                                  1,736,929          1,370,100

Cash flows from investing activities:
 Purchases of property and equipment                                                                              (454,168 )         (211,781 )
 Purchases of intangible assets                                                                                   (488,746 )         (327,834 )

      Net cash used in investing activities                                                                       (942,913 )         (539,615 )

Cash flows from financing activities:
 Proceeds from issuance of common stock                                                                                 —           1,650,000
 Payments from note payable                                                                                             —             (40,000 )
 Payments from convertible notes                                                                                        —            (419,392 )
 Convertible note related party                                                                                         —            (211,489 )
 Payments on note payable - related party                                                                         (670,000 )         (437,543 )

      Net cash used by financing activities                                                                       (670,000 )         541,576

Net increase (decrease) in cash and cash equivalents                                                                  124,016       1,372,061

Cash and cash equivalents at beginning of period                                                                 1,388,574             16,513

Cash and cash equivalents at end of period                                                                 $     1,512,590      $   1,388,574


Non-cash investing and financing activity:

Issuance of warrants to consultants                                                                                       —          250,000

Shares issued pursuant to Revyv acquisition                                                                $          500,000   $          —

Shares issued pursuant to consulting agreement                                                             $              —     $      50,000


                            The accompanying notes are an integral part of these consolidated financial statements.


                                                                       F-4
                                                         SEARCHCORE, INC.

Consolidated Statements of Stockholders' Equity (Deficit)

                                                                                     Additional                                     Total
                        Preferred Stock              Common Stock                     Paid-In            Accumulated            Shareholders’
                                   Amoun
                       Shares         t             Shares         Amount             Capital                Deficit        Equity (Deficit)

BALANCES,
December 31, 2009           —             —          9,733,442     $     9,733   $          (9,733 )     $       21,879     $            21,879


Issuance of common
stock, convertible
debt                                                53,656,814         53,657            1,493,839                                    1,547,496
Issuance of common
stock, private
placements                                             825,000            825            1,649,175                                    1,650,000
Issuance of common
stock, acquisition                                   2,000,000           2,000           3,998,000                                    4,000,000
Stock based
compensation                                            25,000             25               49,975                                       50,000
Recapitalization                                    16,400,000         16,400          (24,145,700 )                                (24,129,300 )

Net income (loss)
from continuing
operations                                                                                                      350,495                350,495
BALANCES,
December 31, 2010           —             —         82,640,256     $ 82,640      $     (16,964,444 )     $      372,374     $       (16,509,430 )


Issuance of common
stock                                                  500,000            500             999,500                                     1,000,000
Paid in capital,
Revyv, LLC
acquisition                                                                                     (100 )                                     (100 )

Net income (loss)
from continuing
operations                                                                                                   (3,039,345 )            (3,039,345 )

BALANCES,
December 31, 2011           —             —         83,140,256         83,140    $     (15,965,044 )     $   (2,666,971 )   $       (18,548,875 )


                          The accompanying notes are an integral part of these consolidated financial statements.


                                                                   F-5
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Note 1. General

Nature of Business

SearchCore, Inc., together with its wholly owned subsidiaries (hereinafter collectively referred to as the “Company,” “we,” “us,” and “our”) is
engaged in providing a technology services to the medicinal cannabis industry. The Company provides services in three different sectors:
media, technology and marketing. The Company is not engaged in the growing, harvesting, cultivation, possession, or distribution of cannabis.
Instead, the Company assists the physicians, dispensaries, and end-users within the medicinal cannabis industry in finding each other.

SearchCore, Inc. was formed on July 14, 2003 in the State of Nevada as Tora Technologies, Inc. On November 21, 2006, we changed our name
to Makeup.com Limited, on January 29, 2010, we changed our name to LC Luxuries Limited, on November 5, 2010, we changed our name to
General Cannabis, Inc. Finally, on January 6, 2012, we changed our name to SearchCore, Inc.

All of our operations are conducted through our wholly-owned subsidiaries, each of which is incorporated or qualified to do business in the
states in which it does so.

The Medicinal Cannabis Industry

There are a total of 28 states, plus the District of Columbia with legislation either passed or pending as it relates to medicinal cannabis.

Sixteen states, plus the District of Columbia, have adopted laws that exempt patients from state criminal penalties who use medicinal cannabis
under a physician’s supervision. These are collectively generally referred to as the states that have de-criminalized medicinal cannabis,
although there is a subtle difference between de-criminalization and legalization, and each state’s laws are different. The states that have
legalized medicinal cannabis are as follows (in alphabetical order):

         Alaska,
         Arizona,
         California,
         Colorado,
         Delaware
         District of Columbia,
         Hawaii,
         Maine,
         Michigan,
         Montana,
         Nevada,
         New Jersey,
         New Mexico,
         Oregon,
         Rhode Island,
         Vermont, and
         Washington.


                                                                        F-6
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

As of April 2012, twelve states have pending legislation or ballot measures to legalize medical marijuana. The states are as follows (in
alphabetical order):

         Alabama,
         Connecticut,
         Idaho,
         Illinois,
         Kansas,
         Maryland,
         Massachusetts,
         Missouri,
         New Hampshire,
         New York,
         Ohio, and
         Pennsylvania,

Medical cannabis decriminalization is generally referred to as the removal of all criminal penalties for the private possession and use of
cannabis by adults, including cultivation for personal use and casual, nonprofit transfers of small amounts. Legalization is generally referred to
as the development of a legally controlled market for cannabis, where consumers purchase from a safe, legal, and regulated source.

The United States federal government regulates drugs through the Controlled Substances Act (21 U.S.C. § 811), which places controlled
substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as highly addictive and having no
medical value. Under the First Amendment, doctors may recommend cannabis for medical use; however, under federal law, they may not
prescribe cannabis for medical use. In 2010, the United States Veterans Affairs Department clarified that veterans using medicinal cannabis
will not be denied services or other medications that are denied to those using illegal drugs.

Recent Developments

Discontinued Operations of General Health Solutions, Inc.

On December 3, 2010, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Synergistic Resources, LLC, a California limited liability company. The assets were placed into General Health Solutions, Inc., a
wholly-owned subsidiary of the Company. The assets consisted primarily of the assignment of a Management Services Agreement pursuant to
which we previously managed medicinal cannabis clinics. As consideration for the purchase, we issued an aggregate of Two Million
(2,000,000) shares of our common stock, and paid Fifty Thousand Dollars ($50,000) cash, to Synergistic Resources. Also effective on
December 3, 2010, we entered into an at-will employment agreement with Brent Inzer, the sole manager and member of Synergistic Resources,
with compensation of Fifteen Thousand Dollars ($15,000) per month.


                                                                       F-7
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

We have decided to shut down General Health Solutions, Inc., which constitutes our entire Medical Clinic Management segment. During
February 2012, we committed to a definitive plan to terminate the management agreement and services associated with the agreement, which
resulted in General Health Solutions, Inc., our Medical Clinic Management segment being reported as discontinued operations. We anticipate
being fully divested of all management responsibilities as per the management agreement by the close of the first quarter of 2012. For
comparative purposes, all prior periods presented have been restated to reflect the reclassification of this segment to discontinued operations on
a consistent basis. See Note 9. Discontinued Operations for further details.

WeedMaps Acquisition and Recapitalization of the Company

On November 19, 2010, SearchCore, Inc. entered into an Agreement and Plan of Reorganization and Merger with WeedMaps Media, Inc., a
wholly owned subsidiary of SearchCore and WeedMaps, LLC (“WeedMaps”) (the “Merger Agreement”) (the “Merger”). Prior to the Merger,
SearchCore was deemed to be a non-operating public shell corporation with nominal net assets and WeedMaps was a private operating
company with significant operations. For accounting purposes the transaction is considered to be a reverse merger treated as a recapitalization
of SearchCore where SearchCore is the surviving legal entity and the accounting acquiree, and WeedMaps is considered to be the accounting
acquirer and the legal acquiree. The assets and liabilities of WeedMaps are recorded at their historical cost with the equity structure of
SearchCore. No goodwill was recorded in the transaction. SearchCore was deemed a continuation of the business of WeedMaps and the
historical financial statements of WeedMaps became the historical financial statements of SearchCore.

See Note 22. Recapitalization for a discussion regarding the elimination of the historical results of operation and the accumulated deficit of
SearchCore including its wholly owned subsidiary, LV Luxuries Incorporated, as a result of the Merger and the associated reverse merger
accounting and recapitalization of SearchCore.

Revyv, LLC

On January 10, 2011, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Revyv, LLC. The assets were placed into General Marketing Solutions, Inc., a wholly-owned subsidiary of the Company. The assets
consisted primarily of the intellectual property associated with the name CannabisCenters, including its website (www.cannabiscenters.com),
its related physician software and patient verification system, and numerous existing contracts. As consideration for the purchase, which closed
on January 13, 2011, we issued an aggregate of Five Hundred Thousand (500,000) shares of our common stock to Revyv, LLC or its
assigns. Effective on January 10, 2011, we entered into an at-will employment agreement with each of James Johnson and David Johnson,
each of which are members of Revyv, LLC. The compensation due to each is $12,500 per month. As of the quarter ending September 30,
2011, neither James Johnson nor David Johnson were employed by us.

Marijuana.com

On November 18, 2011, we entered into a Domain Name Purchase Agreement with an unrelated party for the purchase of
“marijuana.com.” Pursuant to the terms of the Agreement, the purchase price was $4,250,000, payable $125,000 on the date of execution of
the Agreement, and the remaining balance over sixty nine (69) consecutive months beginning on January 18, 2012 pursuant to a Non-Recourse
Secured Promissory Note of the same date (the “Note”).


                                                                       F-8
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

MMJMenu

On January 5, 2012, WeedMaps acquired substantially all the assets of MMJMenu, LLC (“MMJ”). The assets consist primarily of the
intellectual property associated with MMJMENU, including its website (www.mmjmenu.com). As consideration for the purchase we issued an
aggregate of Two Hundred Thousand (200,000) shares of our common stock to MMJ or its assigns. Effective on January 4, 2012, we entered
into an at-will employment agreement with each of Justin Weidmann and Alex Weidmann, each of which are members of MMJMenu,
LLC. The compensation due to each is $10,000 per month.

Principal Services

The Company’s principal services are offered through the following wholly owned subsidiaries.

WeedMaps Media, Inc.

WeedMaps Media, Inc. is our wholly-owned subsidiary, and its primary operation is the internet website,
www.weedmaps.com. Weedmaps.com is an online finder site service that allows patients to find local medical cannabis dispensaries, which
are also referred to as collectives. Dispensaries are locations where patients who have received letters of recommendation from a health care
provider can purchase medicinal cannabis, as well as a variety of other non-cannabis related items including, but not limited to, apparel
accessories, posters, bumper stickers, concert tickets, books and musical CD’s.

General Marketing Solutions, Inc.

General Marketing Solutions, Inc. is our wholly-owned subsidiary, and its primary operation is the internet website,
www.cannabiscenters.com. Though primarily in the development stage, the website aids prospective patients in finding physicians across the
country that support and recommend medicinal cannabis. There is a patient verification system which verifies the authenticity of the patient’s
Letter Of Recommendation. This is an internal control system designed to validate the status of a patient to law enforcement, dispensaries and
other interested parties, as well as a social media platform for users.

General Merchant Solutions, Inc.

Prior to August 1, 2011, General Merchant Solutions supplied dispensaries with credit card processing services, however, due to market
conditions (specifically lack of reliable financing) we felt it to be in our best interests to discontinue providing merchant services to
dispensaries. The remaining credit card processing business proved to be only nominally profitable, and on October 31, 2011, General
Merchant Solutions discontinued all retail credit card processing operations. The entity is held as an entity in good standing with no operations.

General Management Solutions, Inc.

General Management Solutions, Inc., is our wholly-owned subsidiary that oversees and provides all of the human resource issues for
employees including hiring, terminating, and employee benefits.

General Health Solutions, Inc.

See Note 9. Discontinued Operations for further details of our decision to terminate the management agreement and services associated with
the agreement which constitutes our entire Medical Clinic Management segment. During February 2012, we committed to a plan to terminate
the management agreement and services associated with the agreement which resulted in General Health Solutions, Inc., our Medical Clinic
Management segment being reported as discontinued operations. For comparative purposes, all prior periods presented have been restated to
reflect the reclassification of this segment to discontinued operations on a consistent basis.


                                                                       F-9
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Other Subsidiaries

We have two additional wholly-owned subsidiaries whose operations are relatively inactive at this time, namely General Processing
Corporation , CannaCenters Corporation (dba CannaCenters), and a third subsidiary, LV Luxuries Incorporated (which operated as
makeup.com), whose operations have been discontinued. As of right now we have no imminent or specific plans for either of the entities and
they are held as corporations in good standing with no operations.

Note 2. Basis Of Presentation And Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been
prepared in accordance with accounting principles generally accepted in the United States of America.

Reclassifications

Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year’s
presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any years presented.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. These estimates are based on knowledge of current events and
anticipated future events and accordingly, actual results may differ from those estimates.

Risks related to cash

The Company maintains cash in bank and deposit accounts, which at times may exceed federally insured limits. The Company has not
experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Cash and Cash equivalents

The Company considers only highly liquid investments such as money market funds and commercial paper with maturities of 90 days or less at
the date of their acquisition as cash and cash equivalents.


                                                                    F-10
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Fair Value of Financial Instruments

The accounting standards regarding disclosures about fair value of financial instruments defines financial instruments and required fair value
disclosure of those instruments. This accounting standard defines fair value, establishes a three-level valuation hierarchy for disclosures of fair
value measurement and enhances disclosure requirements for fair value measures. Receivables, investments, payables, short and long term debt
and warrant liabilities qualified as financial instruments. Management believes the carrying amounts of receivables, payables and debt are a
reasonable estimate of fair value because of the short period of time between the origination of such instruments, their expected realization, and
if applicable, their stated interest rate is equivalent to interest rates currently available. The three levels are defined as follows:

     Level 1       inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

     Level 2       inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
                   are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial
                   instruments.

     Level 3       inputs to the valuation methodology are unobservable and significant to the fair value.

The Company analyzes all financial instruments with features of both liabilities and equity under the accounting standards regarding
accounting for certain financial instruments with characteristics of both liabilities and equity, accounting for derivative instruments and hedging
activities, accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, and the accounting
standard regarding determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. The accounting standard
specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b)
classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. This standard
provides a two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own
stock and thus able to qualify for this accounting standard scope exception. All warrants issued by the Company are denominated in U.S.
dollars.

Accounts Receivable

Accounts receivable are recorded at the invoice amount and do not bear interest.

Advertising Cost

The Company expenses advertising costs when incurred. Advertising expense for the twelve months ended December 31, 2011 and 2010 was
$714,000 and $216,000, respectively.

Allowance for Doubtful Accounts

Allowance for doubtful accounts is defined as a Company's estimate of the amount of probable credit losses in the Company's existing accounts
receivable. The Company does not maintain an allowance for doubtful account based upon management’s review of the Company’s revenue
structure whereby substantially all receivables are confirmed before they are booked as revenue. The Company reviews its allowance for
doubtful accounts policy periodically. The Company does not have any off-balance-sheet exposure related to its customers.


                                                                       F-11
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Inventory

Inventories consisting of credit card terminals are stated at the lower of cost (average) or market.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from
three to seven years. Property and equipment at December 31, 2011 and December 31, 2010 are presented net of accumulated depreciation of
$71,000 and $55,000, respectfully.

Goodwill

In accordance with Goodwill and Other Intangible Assets , goodwill is defined as the excess of the purchase price over the fair value assigned
to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level (operating segment or one level
below an operating segment) on an annual basis in the Company's fourth fiscal quarter or more frequently if indicators of impairment exist. The
performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company's
reporting units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is generally
determined using the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the
goodwill impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test
involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. No amortization is
recorded for goodwill with indefinite useful life. Goodwill impairment of $2,718,538 and zero was recognized during the twelve months ended
December 31, 2011 and 2010, respectively. See Note 9. Discontinued Operations for information regarding the goodwill impairment.

Intangible Assets

In accordance with Goodwill and Other Intangible Assets , intangible assets that are determined not to have an indefinite useful life are subject
to amortization. The Company amortizes intangible assets using the straight-line method over their estimated useful lives.

Impairment of Long-Lived and Intangible Assets

In accordance with Accounting for the Impairment or Disposal of Long-Lived Assets , the Company reviews long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company assesses
the recoverability of the long-lived and intangible assets by comparing the carrying amount to the estimated future undiscounted cash flow
associated with the related assets. Impairment of intangible assets related to General Health Solutions, Inc. being recorded as discontinued
operations of $1,438,297 was recognized during the twelve months ended December 31, 2011. No impairment of long-lived assets was
recognized during the twelve months ended December 31, 2010. See Note 9. Discontinued Operations for information regarding the intangible
asset impairment.


                                                                        F-12
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of Share-Based Payment , which addresses the
accounting for equity-based compensation and which requires that the cost of all equity-based compensation arrangements, be reflected in the
financial statements over the vesting period based on the estimated fair value of the awards. During the twelve months ended December 31,
2011 and 2010, the Company had stock-based compensation expense related to issuances of shares of the Company’s common stock to
consultants of zero and $88,000, respectively.

Revenue Recognition

We recognize revenue in accordance with ASC 605, “ Revenue Recognition ,” we recognize as revenue the fees we charge customers as
referenced below because persuasive evidence of an arrangement exists, the fees we charge are substantially fixed or determinable during the
period that we provide the services, we and our customers understand the specific nature and terms of the agreed upon transactions,
collectability is reasonable assured and services have been rendered.

The Company and its wholly owned subsidiaries recognize revenue as follows:

Listing Fee Revenue – The Company operates WeedMaps.com and several associated websites, together composing a large scale,
medical-cannabis industry focused internet media portal that targets dispensaries, advertisers and consumers. The Company generates revenues
from listings on the Company’s website. We recognize as revenue the fees we charge customers for listing their related company on our
website. The terms of the listing arrangements with our customers are pursuant to a marketing agreement entered into with each customer
pursuant to the terms of which the listing period is on a month-to-month term, listings are prepaid monthly and we do not offer returns, as such,
our policy is to recognize revenues on a per-listing fee basis in the month that we provide the listing service.

Ad Revenue – The Company generates revenues from advertising on the Company’s websites. We recognize as revenue the fees we charge
customers for placing ads for their related company on our websites. The terms of the advertising arrangements with our customers are
pursuant to an advertising agreement entered into with each customer pursuant to the terms of which the advertising period is on a
month-to-month term, ads are prepaid monthly and we do not offer returns, as such, our policy is to recognize revenues on a per-ad fee basis in
the month that we provide the advertising service.

Content Production Revenue – The Company generates revenues from photo and video production of content, which is displayed on the
Company’s websites. We recognize as revenue the fees we charge customers for photo and video production services pursuant to which we
create virtual tours of their establishments and products, which are then displayed on our websites. The terms of the production services with
our customers are pursuant to an agreement entered into with each customer pursuant to the terms of which the production services are on a
one-time basis and our policy is to recognize revenues on a per-production basis in the month that we provide the production services.

Software Product Revenue – The Company generates revenues from the delivery of our software products via the cloud. We recognize as
revenue the fees we charge customers for a software subscription service. The terms of the software subscription arrangements with our
customers are pursuant to an agreement entered into with each customer pursuant to the terms of which the subscription period is on a
month-to-month term, subscriptions are prepaid monthly and we do not offer returns, as such, our policy is to recognize revenues on a
per-subscription fee basis in the month that we provide the software subscription service.


                                                                      F-13
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Management Fee Revenue – In the past, the Company managed medical cannabis clinics throughout California pursuant to a contractual
arrangement with a professional medical corporation. We recognized as revenue the fees we charged the professional medical corporation for
providing administrative, marketing and human resources services. Our policy was to recognize revenues during the period that the services
were rendered and we did not offer returns. See Note 9. Discontinued Operations for more information.

Income Taxes

The Company follows Accounting for Income Taxes that requires recognition of deferred income tax liabilities and assets for the expected
future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision
for income taxes consists of taxes currently due plus deferred taxes. During the twelve months ended December 31, 2011 and 2010, the
Company recorded $283,000 and $62,800 provision for US income taxes, respectively.

The charge for taxation is based on the results for the year as adjusted for items that are non-assessable or disallowed. It is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability
method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized
for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available
against which deductible temporary differences can be utilized.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred
tax is charged or credited in the income statement, except when it relates to items credited or charged directly to equity, in which case the
deferred tax is also recorded in equity.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to
settle its current tax assets and liabilities on a net basis.

Uncertain tax positions

The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely
than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately
realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies
income tax-related interest and penalties as interest expense and SGA expense, respectively, on the Consolidated Statement of Operations.

Subsequent Events

During May 2009 and February 2010, the FASB issued new authoritative pronouncement regarding recognized and non-recognized subsequent
events. This guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before
the financial statements are issued or are available to be issued. The Company adopted this guidance and it had no impact on the Company’s
results of operations or financial position.


                                                                        F-14
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Recent Accounting Pronouncements

FASB issued an accounting standards update amending ASC 220 to improve the comparability, consistency and transparency of reporting of
comprehensive income. It amends existing guidance by allowing only two options for presenting the components of net income and other
comprehensive income: (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but
consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. Also,
items that are reclassified from other comprehensive income to net income must be presented on the face of the financial statements. ASU No.
2011-05 requires retrospective application, and it is effective for fiscal years, and interim periods within those years, beginning after December
15, 2011, with early adoption permitted. In December 2011, FASB issued ASU 2011-12. ASU 2011-12 indefinitely deferred the provisions of
ASU 2011-05 requiring the presentation of reclassification adjustments on the face of the financial statements for items reclassified from other
comprehensive income to net income. The adoption of this standard will not have a material impact on our financial statements.

FASB issued an accounting standards update amending ASC 820 to achieve common fair value measurement and disclosure requirements
between GAAP and IFRS. This amendment changes the wording used to describe fair value and requires additional disclosures. We do not
expect this amendment, which is effective for interim and annual periods beginning after December 31, 2011, to have an impact on our
financial position, results of operations, or cash flows.

In September 2011, the FASB issued an amendment to an existing accounting standard, which provides an option to perform a qualitative
assessment to determine whether further impairment testing on goodwill is necessary. Specifically, an entity has the option to first assess
qualitative factors to determine whether it is necessary to perform the current two-step test. If an entity believes, as a result of its qualitative
assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test
is required. Otherwise, no further testing is required. This standard is effective for annual and interim goodwill impairment tests performed for
fiscal years beginning after December 15, 2011. The adoption of this standard will not have a material impact on our financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash . The
amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with
a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The
amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a
retrospective basis. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-02 - Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope
Clarification . The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a
subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of
assets that constitutes a business or nonprofit activity for an equity interest in another entity. The amendments in this update are effective
beginning in the period that an entity adopts Non-controlling Interests in Consolidated Financial Statements . If an entity has previously
adopted Non-controlling Interests in Consolidated Financial Statements as of the date the amendments in this update are included in the
Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending
on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted
Non-controlling Interests in Consolidated Financial Statements . The adoption of this ASU did not have a material impact on our consolidated
financial statements.


                                                                        F-15
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

In January 2010, FASB issued ASU No. 2010-06 - Improving Disclosures about Fair Value Measurements . This update provides amendments
to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose
separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the
transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable
inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross
basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1) Level
of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a
subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining
the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide
disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements.
Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of
existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective
for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU did not have a
material impact on our consolidated financial statements.

In September 2009, the FASB issued Accounting Standards Update No. 2009-08 Earnings Per Share - Amendments to Section 260-10-S99 ,
which represents technical corrections to topic 260-10-S99 Earnings per share , based on EITF Topic D-53 Computation of Earnings Per
Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42 The
Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock . The adoption of this ASU did
not have a material impact on our consolidated financial statements, results of operations or cash flows.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05 Fair Value Measurement and Disclosures Topic 820 - Measuring
Liabilities at Fair Value , which provides amendments to subtopic 820-10 Fair Value Measurements and Disclosures - Overall for the fair
value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A
valuation technique that uses: a) the quoted price of the identical liability when traded as an asset b) quoted prices for similar liabilities or
similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would
be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The
amendments in this update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate
input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this
update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The adoption of this ASU did not have a material
impact on our consolidated financial statements, results of operations or cash flows.

In June 2009, the FASB issued standards that establish only two levels of U.S. GAAP, authoritative and nonauthoritative. The FASB
Accounting Standards Codification (the “Codification”) became the source of authoritative, nongovernmental GAAP, except for rules and
interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became nonauthoritative. This standard is effective for financial statements for interim or
annual reporting periods ending after September 15, 2009. We use the new guidelines and numbering system prescribed by the Codification
when referring to GAAP. As the Codification was not intended to change or alter existing GAAP, it did not have a material impact on our
consolidated financial statements.


                                                                       F-16
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

In April 2009, the FASB issued standards that require disclosures about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. This standard also requires those disclosures in summarized financial
information at interim reporting periods. This standard applies to all financial instruments within the scope of Statement 107 held by publicly
traded companies, as defined by APB 28, and requires that a publicly traded company include disclosures about the fair value of its financial
instruments whenever it issues summarized financial information for interim reporting periods. This standard is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of this standard did
not have a material impact on our consolidated financial statements, results of operations or cash flows.

In April 2009, the FASB issued standards that provide additional guidance for estimating fair value when the volume and level of activity for
the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not
orderly for fair value measurements. This standard is effective for interim and annual periods ending after June 15, 2009. The adoption of this
standard did not have a material impact on our consolidated financial statements, results of operations or cash flows.

In May 2009, the FASB issued standards that require management to evaluate subsequent events through the date the financial statements are
either issued, or available to be issued. Companies are required to disclose the date through which subsequent events have been evaluated. This
standard is effective for interim or annual financial periods ending after June 15, 2009. The Company evaluated its March 19, 2012 financial
statements for subsequent events through April 18 , 2012, the date the financial statements were available to be issued. Other than the events in
Note 24. Subsequent Events , the Company is not aware of any subsequent events that would require recognition or disclosure in the financial
statements.

Note 3. Business Combinations

Revyv, LLC

On January 11, 2011, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Revyv, LLC. The assets consisted primarily of the intellectual property associated with the name CannabisCenters, including its
website (www.cannabiscenters.com), its related physician software and patient verification system. As consideration for the purchase, which
closed on January 13, 2011, we issued an aggregate of Five Hundred Thousand (500,000) shares of our common stock to Revyv, LLC or its
assigns. Effective on January 10, 2011, we entered into an at-will employment agreement with each of James Johnson and David Johnson,
each of which are members of Revyv, LLC. The compensation due to each is $12,500 per month. This business is now operated as General
Marketing Solutions, Inc. Neither James Johnson nor David Johnson are currently employed by us.

The purchase price was $1,000,000, which pursuant to the Revyv Purchase Agreement consisted of the issuance of 500,000 shares of the
Company’s common stock. The purchase price was determined based on the value of the associated underlying shares of the Company’s
common stock, which value of $2.00 per share, represented the offering price of the Company’s Common Stock used in its most recently
completed equity transactions prior to the date of the acquisitions in accordance with the following FASB ASC 820-10-35-5, Principal Market
or Most Advantageous Market guidance.


                                                                      F-17
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

The following table summarizes the acquisition with a total purchase price of $1,000,000:

                     Current assets                                                                       $          —
                     Domains                                                                                     18,500
                     Software                                                                                   501,343
                     Goodwill                                                                                   486,403
                     Total assets acquired                                                                    1,006,246
                     Accrued liabilities assumed                                                                 (6,246 )
                     Total purchase price                                                                 $   1,000,000


The Software will be amortized over a period of five years.

Synergistic Resources, LLC

On December 3, 2010, we entered into a Reorganization and Asset Acquisition Agreement (the “Synergistic Purchase Agreement”) pursuant to
which we acquired substantially all the assets of Synergistic Resources, LLC, a California limited liability company (“Synergistic
Resources”). Pursuant to the terms of the Synergistic Purchase Agreement, the Synergistic Resources assets were placed into General Health
Solutions, Inc., a wholly-owned subsidiary of the Company. See Note 9. Discontinued Operations for details on the discontinuation of
operations of General Health Solutions, Inc.

The acquisition of Synergistic Resources was accounted for in accordance with the authoritative literature described in ASC 805-10 Business
Combinations. Pursuant to ASC 805-10 Business Combinations only the acquisition method may be applied to account for a business
combination. The assets consisted primarily of the intellectual property and established marketing associated with the name Marijuana
Medicine Evaluation Centers, including its website www.marijuanamedicine.com, and the assignment of a Management Services
Agreement. Pursuant to the terms of the Management Services Agreement (the “Management Contract”) entered into by Synergistic
Resources, LLC and a private medical corporation, we managed medicinal cannabis clinics. The terms of the Management Contract provide
that Synergistic Resources will provide administrative, management and development services and to supervise and manage the day-to-day
operations of the medicinal cannabis clinics for a term of ten (10) years with an automatic renewal period of five (5) years for a total term of
fifteen (15) years.

The purchase price was $4,050,000, which pursuant to the Synergistic Purchase Agreement consisted of the issuance of 2,000,000 shares of the
Company’s common stock, and a payment in the agreement amount of $50,000 to Synergistic Resources.


                                                                     F-18
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

The following table summarizes the acquisition with a total purchase price of $4,050,000:

                     Domain Name                                                                          $      14,000
                     Management Contract                                                                      1,424,297
                     Goodwill                                                                                 2,718,538
                     Furniture, Equipment & Software                                                             75,985
                     Accumulated Depreciation                                                                   (42,383 )
                     Leasehold Improvements                                                                      11,364
                     Rent Deposits                                                                               33,872
                     Accounts Payable                                                                           (60,674 )
                     Note Payables                                                                             (125,000 )
                     Net Assets                                                                           $   4,050,000


See Note 9. Discontinued Operations for details on the discontinuation of operations of General Health Solutions, Inc.

WeedMaps, LLC

On November 19, 2010, SearchCore, Inc. entered into an Agreement and Plan of Reorganization and Merger with WeedMaps Media, Inc., a
wholly owned subsidiary of SearchCore and WeedMaps, LLC (“WeedMaps”) (the “Merger Agreement”) (the “Merger”). Prior to the Merger,
SearchCore was deemed to be a non-operating public shell corporation with nominal net assets and WeedMaps was a private operating
company with significant operations. For accounting purposes the transaction is considered to be a reverse merger treated as a recapitalization
of SearchCore where SearchCore is the surviving legal entity and the accounting acquiree, and WeedMaps is considered to be the accounting
acquirer and the legal acquiree. The assets and liabilities of WeedMaps are recorded at their historical cost with the equity structure of
SearchCore. No goodwill was recorded in the transaction. SearchCore was deemed a continuation of the business of WeedMaps and the
historical financial statements of WeedMaps became the historical financial statements of SearchCore.

See Note 22. Recapitalization for a discussion regarding the elimination of the historical results of operation and the accumulated deficit of
SearchCore including its wholly owned subsidiary, LV Luxuries Incorporated, as a result of the Merger and the associated reverse merger
accounting and recapitalization of SearchCore.

Note 4. Asset Acquisitions

Marijuana.com

On November 18, 2011, we entered into a Domain Name Purchase Agreement with an unrelated party for the purchase of the domain name
“marijuana.com.” Pursuant to the terms of the Agreement, the purchase price was $4,250,000, payable $125,000 on the date of execution of
the Agreement, and the remaining balance over sixty nine (69) consecutive months beginning on January 18, 2012 pursuant to a Non-Recourse
Secured Promissory Note of the same date (the “Note”).


                                                                     F-19
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

In addition to the purchase price, beginning on the tenth (10th) business day of the month immediately following the first full month after the
Transfer Date, we will pay to the Seller, or its assigns, an amount equal to ten percent (10%) of the gross revenue generated by the Domain
Name (the “Revenue Payment”) until such time as the Note is paid in full (the “Revenue Obligation Period”). The Revenue Payment will be
accounted for pursuant to ASC 805-10-55-25 as a separate transaction. Since the Revenue Payments formula is a specified percentage of
earnings (i.e. 10%), it is a profit-sharing arrangement and will be expensed as it is paid.

Furthermore, during the Revenue Obligation Period (69 months during which we are making payments on the promissory note), pursuant to the
terms of the Agreement, the Seller shall be entitled to two text links on marijuana.com, as well as two banner ads (of average size based on the
site) that are static (non rotational) (the “Advertising Rights”). The Seller is responsible for providing all necessary graphics and text, which are
subject to final approval by us in our sole discretion.

The fair value of the Advertising Rights were determined to be $47,886 over the Revenue Obligation Period based upon an analysis composed
of twelve comparable websites and the average ad rates they charge for banner ads and text links which average monthly rates were $249.50 for
banner ads and $97.50 for text links. We recorded a $47,886 Advertising Rights intangible asset associated with the Advertising Rights which
will be amortized over the term of the Revenue Obligation Period (beginning in January 2012—the month we took possession of the domain
name). A summary of the Marijuana.com Asset Acquisition is presented below.

                      Domain name - marijuana.com *                                                         $     4,250,000
                      Cash payment                                                                                 (125,000 )
                      Non-Recourse Secured Promissory Note                                                  $    (4,125,000 )

         * Included in Domain name – marijuana.com is $47,886 in advertising rights.

The operations and/or revenues generated from marijuana.com prior to the acquisition were not part of the domain name purchase. The domain
name www.marijuana.com is considered a premium domain name due to its level of monthly page views. We intend to increase our brand
recognition by utilizing marijuana.com as a referral page to WeedMaps.com, and selling advertising banner space on the site. There can be no
assurance that we will be able to make the payments or that we will be able to pay off the notes. If we are unable to satisfy our obligations
under the notes, it will have a material negative effect on our cash flow, operations, profitability, and we could be forced to return
marijuana.com to the seller.

We did not hire any of the Sellers of the domain name marijuana.com.

Note 5. Other Current Assets

Marketing Agreements

During April 2011, the Company entered into a marketing services agreement with a third-party firm (the “Marketing Agreement”) pursuant to
the terms of which, the Company would receive marketing services for a term of one year. Pursuant to the terms of the Marketing Agreement,
consideration consisted of a cash payment of $100,000 which cash payment portion will be amortized on a straight-line basis over the term of
the Marketing Agreement. At December 31, 2011, the Company has recorded a prepaid expense balance of $29,000.

During November 2010, the Company entered into a marketing services agreement with a third-party firm (the “Marketing Agreement”)
pursuant to the terms of which, the Company would receive marketing services for a term of two years. Pursuant to the terms of the Marketing
Agreement, consideration consisted of a cash payment of $115,000 and 250,000 Common Stock purchase warrants with a four-year contractual
term and with each warrant entitling the holder thereof to purchase one share of common stock at a price of $4.00. The Company valued the
agreement at $115,000 and will be amortized on a straight-line basis over the term of the Marketing Agreement. At December 31, 2011, the
Company has recorded a prepaid expense balance of $67,000.


                                                                        F-20
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Credit Card Processing

During the normal course of business, the Company processes customer payments using a third-party merchant credit card processing system,
which payments normally take one to three days to “clear.” At December 31, 2011, the Company had $124,000 in merchant processing.

Consulting Agreement and Employment Agreement

During November 2010, the Company entered into a three-year Consulting Agreement with Douglas Francis, our President, pursuant to the
terms of which the Company would receive merger and acquisition consulting services for a term of three years. The Company valued the
agreement at $1,850,000 which consisted of a cash payment of $50,000 and a consulting fee of One Million Eight Hundred Thousand Dollars
($1,800,000) payable, one-half on June 30, 2012 (per an Amendment to the agreement) and the other half on January 10, 2013. Subsequent to
the Consulting Agreement being executed, it was contemplated that the Company would consummate an employment agreement with Mr.
Francis, pursuant to the terms of which the services received and consideration given pursuant to the Consulting Agreement would be included
in the employment agreement such that the employment agreement would supersede the Consulting Agreement.

On August 1, 2011, we entered into a Termination of Consulting Agreement with Douglas Francis, our President and a member of our Board of
Directors, which terminated, effective as of April 1, 2011, his Consulting Agreement with us dated as of November 19, 2010, with no further
amounts due under the Consulting Agreement.

On August 1, 2011, we entered into an at-will Employment Agreement with Douglas Francis, our President and a member of our Board of
Directors. Mr. Francis’ employment is effective as of April 1, 2011. Under the terms of the agreement, his compensation is thirty thousand
dollars ($30,000) per month. In the event of termination of the agreement for a reason other than for cause, Mr. Francis will be entitled to
severance equal to eighteen (18) months of compensation.

The balance of other current assets is attributable to $137,000 in current deferred tax assets.

Note 6. Property And Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from
three to seven years. Property and equipment at December 31, 2011 and December 31, 2010 consist of the following:

                                                                                                            December 31,    December 31,
Property and Equipment                                                                                          2011            2010
Furniture and Computer Equipment                                                                             $    501,336    $       2,269
Less: Accumulated Depreciation                                                                                    (71,295 )            (67 )
Property and Equipment, net                                                                                  $    430,041    $       2,202


Property and equipment amounts at December 31, 2011 and 2010 do not include the accumulated depreciation amounts attributed to
discontinued operations.

For the twelve months ended December 31, 2011 and 2010, depreciation expense totaled $71,000 and $67, respectively.


                                                                        F-21
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Note 7. Intangible Assets

Intangible assets consists of a suite of domain names, including our recent acquisition of the domain name marijuana.com, web software
(Product Software to be sold or marketed to third parties and not for internal use) and goodwill associated with the Revyv, LLC. acquisition.

The domain names have been determined to have an indefinite useful life based primarily on the renewability of the domain name. Intangible
assets with an indefinite life are not subject to amortization, but will be subject to periodic evaluation for impairment.

Marijuana.com - The domain name www.marijuana.com is considered a premium domain name for a variety of reasons, including, but not
limited to, its level of monthly page views, unique visitors, search engine optimization results, industry strength, sales value history, market
potential, linguistical viability, brand recognition and recall value. The domain name Marijuana.com has an indefinite life subject to annual
renewal fees of approximately $10 per year. We fully intend and believe that we will have the financial wherewithal to renew Marijuana.com
indefinitely. The domain name Marijuana.com has worldwide recognition and presumably will be able to generate advertising revenue
regardless of the stability and/or stage of the medical marijuana industry in the United States. We believe Marijuana.com will maintain its
value principally because of its broad worldwide appeal. The recognition of Marijuana.com in the United States only represents a portion of its
potential brand identity and marketing potential. The brand recognition of the domain name Marijuana.com transcends both the medicinal
dispensary industry as well as the more established industries, such as the pharmaceutical industry. Medicinal cannabis is approved in sixteen
states, plus the District of Columbia. Further, as of April 1st, 2012, there are twelve states with pending legislation to legalize medical
marijuana. Though the medicinal cannabis industry may be compliant with applicable state laws, it is deemed illegal under federal
law. However, to date, the federal government has concentrated their efforts on actions against suppliers, growers or sellers of marijuana, and
not pursued, to our knowledge, actions against entities that provide marketing or advertising. As a result, at this point in time, we believe that
the asset Marijuana.com has an indefinite useful life. Consequently, we currently are not aware of any legal, regulatory, or contractual
provisions that would limit our use of the domain name or our ability to renew it as needed.

To determine the fair value of the software, the company used the Income Approach valuation method. The company used a 5-year discounted
cash flow model which cash flows were based on current and recent period actual results, had an assumed flat growth rate of 5% over the 5
year period, and a discount rate of 25%. The software acquired from Revyv, LLC is a comprehensive application suite that is designed for the
complete management of alternative healthcare practices. The software is a comprehensive physician software suite which provides healthcare
practices with a patient verification system as well as the ability to manage appointments, including automated voice, email and SMS patient
reminders and appointment confirmations, easy website integration, and the ability to create management reports. The amortization period for
the software is 5 years.

Intangible assets acquisitions and impairments as a result of discontinued operations during the year ended December 31, 2011 are summarized
in the following table.

                                    Balance                                                                                           Balance
                                   December                                                                 General Health           December
                                      31,                General                             General          Discontinued              31,
Asset Description                    2010               Marketing      WeedMaps             Processing         Operations              2011
Management Contract               $ 1,424,297       $            -    $         -       $              -    $     (1,424,297 )   $            -
Domain Names                            23,076              18,500         80,839                  5,704             (14,000 )          114,119
Domain Name -
Marijuana.com                                 -                   -       4,250,000                    -                   -           4,250,000
Web Software                                  -             501,343               -                    -                   -             501,343
Goodwill                              2,718,538             486,403               -                    -          (2,718,538 )           486,403
Total intangible Assets           $   4,165,911     $     1,006,246   $   4,330,839     $          5,704    $     (4,156,835 )   $     5,351,865


Intangible assets and accumulated amortization at December 31, 2011 and December 31, 2010 are comprised of the following:

                                                                                                                  December        December
                                                                                                                     31,             31,
Intangible Assets                                                                                                   2011            2010
Management contract                                                                                             $         —      $ 1,424,297
Domain names                          4,364,119          23,076
Web software                            501,343              —
Goodwill                                486,403       2,718,538
    Subtotal                      $   5,351,865   $   4,165,911
Accumulated amortization                     —               —
Total intangible Assets           $   5,351,865   $   4,165,911



                           F-22
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Intangible asset amounts at December 31, 2011 and 2010 do not include the accumulated amortization amount attributed to discontinued
operations, specifically amortization of the management contract.

                                                                                                                        Weighted-average
Intangible assets subject to amortization                                             Amount           Useful life     amortization period
Advertising rights                                                                  $    47,886                5.75                    0.50
Web software                                                                        $   501,343                    5                   4.56
    Total intangible assets subject to amortization                                 $   549,229                                        5.07

                       Intangible assets not subject to amortization                                       Amount
                       Domain Names                                                                       $ 4,316,233
                       Goodwill                                                                               486,403
                           Total intangible assets not subject to amortization                            $ 4,802,636



Note 8. Other Assets

 The balance of other assets includes $54,000 in rent deposits and $28,000 in noncurrent deferred tax assets.

Note 9. Discontinued Operations

General Health Solutions, Inc.

We have decided to discontinue the operations of General Health Solutions, Inc., which constitutes our entire Medical Clinic Management
segment. During the years ended December 31, 2011 and 2010, General Health Solutions had net operating losses of $336,000 and $43,000,
respectively. We decided to discontinue the operations of General Health Solutions because of increasing costs associated with managing the
clinics and the recent increased competition in the medicinal cannabis clinic industry. A major factor in the success of managing the medicinal
cannabis clinics is running successful online Pay Per Click (“PPC”) advertising campaigns. In PPC campaigns targeting is key, and factors that
determine the pricing pertaining to certain key words depend heavily on the number of advertisers bidding on those certain key words. Taken
together, i) our increasing success with our technology in our Marketing and Media Segment and ii) the increasing costs of PPC campaigns
coupled with the increasing number of sole-practitioner doctors now offering medicinal cannabis recommendation letters as part of their
medical practice offerings which places downward pressure on pricing, led us to decide to discontinue the operations of General Health
Solutions, which composes our entire Medical Clinic Management Segment, and focus our efforts instead on our technology in our Marketing
and Media Segment.


                                                                       F-23
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

During February 2012, we committed to a definitive plan to terminate the management agreement and services associated with the agreement,
which resulted in General Health Solutions, Inc., our Medical Clinic Management segment being reported as discontinued operations. For
comparative purposes, all prior periods presented have been restated to reflect the reclassification of this segment to discontinued operations on
a consistent basis.

General Health Solutions comprised the entirety of our Medical Clinic Management segment and as such, the entire segment was reported in
discontinued operations.

Following the closure of the clinics during the first quarter 2012, we do not expect any continuing cash flows from discontinued operations.

At December 31, 2011, we recorded a $30,000 liability related to one-time employee termination benefits and a $71,000 liability related to
contract termination costs.

The amounts of revenue, pretax loss as well as impairment of long-lived assets and goodwill reported in discounted operations are as follows:

                                                                                                   Years ended
                                                                                                  December 31,
                                                                                                2011           2010
                     Net revenue                                                          $     2,065,622 $ 220,540
                     Loss before impairment and taxes                                             (36,962 )     (43,288 )
                     Impairment of intangible assets                                           (1,438,297 )           -
                     Impairment of goodwill                                                    (2,718,538 )           -
                     Income tax benefit                                                           133,430        18,114
                     Loss from discontinued operations                                    $    (4,060,367 ) $ (25,174 )

Current assets – discontinued operations at December 31, 2011 consists of $48,000 in accounts receivable, $3,000 in inventory and $800 in
prepaid expense.

Other assets – discontinued operations at December 31, 2011 consists of $52,000 note receivable which includes accrued interest receivable of
$43.

Current liabilities – discontinued operations at December 31, 2011 consists of $17,000 in accounts payable, $115,000 notes payable, a $30,000
liability related to one-time employee termination benefits, a $71,000 liability related to contract termination costs and $10,000 in accrued
interest.

Note 10. Accounts Payable

Accounts payable at December 31, 2011 included amounts owed to certain vendors related to the ongoing normal course of the Company’s
operations.


                                                                      F-24
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Note 11. Accrued Liabilities

Accrued liabilities at December 31, 2011 and December 31, 2010 are comprised of the following:

                                                                                                 December 31,           December 31,
          Accrued liabilities                                                                        2011                   2010
          Obligations on consulting agreements                                                   $         —            $    900,000
          Obligations on marketing agreements                                                          42,000                 73,000
          Tax provision                                                                               361,300                 62,000
          Deferred rent                                                                               183,000                  3,000
          Payroll liabilities                                                                         166,000                     —
          Other                                                                                         7,000                     —
              Total accrued liabilities                                                          $    759,300           $ 1,038,000

Note 12. Note Payable

See Note 4. Asset Acquisitions for details of our acquisition of the domain name marijuana.com on November 18, 2011, pursuant to which we
issued a Non-Recourse Secured Promissory Note with a principal amount of $4,150,000, payable over sixty nine (69) consecutive months
beginning on January 18, 2012.

Below is a summary of the note payable related to the domain name marijuana.com acquisition.

                                                                                             December 31,              December 31,
          Notes payable                                                                          2011                      2010
          Current portion                                                                    $     708,901         $                  -
          Long term portion                                                                      3,416,099                            -
                                                                                             $ 4,125,000           $                  -

          Accrued interest                                                                   $             -       $                  -

Interest begins to accrue in January 2012, the month in which we took possession of the domain name.

Note 13. Note Payable – Related Party

During November 2010 we acquired 100% of the membership interests of WeedMaps, LLC, a Nevada limited liability Company, pursuant to
which we issued Secured Promissory Notes with the aggregate principal amount of $3,600,000, in the form of four $900,000 principal amount
0.35% Secured Promissory Notes, two issued to each of the Sellers, half of which principal matures on June 30, 2012, and half of which
principal matures on January 10, 2013.

Below is a summary of the notes payable – related party related to the WeedMaps acquisition and the associated accrued interest.

                                                                                                                December              December
                                                                                                                   31,                   31,
Notes payable - related party                                                                                     2011                  2010
Current portion                                                                                                $ 1,130,000        $               -
Long term portion                                                                                                 1,800,000               3,600,000
                                                                                                               $ 2,930,000        $       3,600,000

Accrued interest                                                                                               $         13,241   $          1,450


                                                                    F-25
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Note 14. Other Long Term Accrued Liabilities

See Note 13. Note Payable – Related Party for information on the promissory notes issued as part of the WeedMaps acquisition of which
$7,025 represents the accrued interest of the long-term portion of the note payable.

At December 31, 2011, we had a balance of $148,000 in deferred tax liability.

Note 15. Earn out provisions, WeedMaps

Pursuant to the earn out provisions of the WeedMaps Purchase Agreement, in year one following the acquisition of WeedMaps, LLC each of
the Sellers will be eligible to earn and be issued 3,000,000 shares of the Company’s common stock on January 31, 2012, if the gross revenues
of WeedMaps for the fiscal year ended December 31, 2011 are at least 20% higher than they were for the fiscal year ended December 31, 2010,
which such gross revenues for the fiscal year ended December 31, 2011 were at lest 20% higher than they were in the previous year and as such
have each become eligible to be issued 3,000,000 shares of the Company’s common stock for a total of 6,000,000 shares of our common
stock. We expect to issue the shares to each of the Sellers during the quarter ending March 31, 2012.

See Note 22. Recapitalization for a discussion regarding the recapitalization of SearchCore as a result of the merger with WeedMaps, LLC. In
part, and as further consideration for the purchase, the sellers of WeedMaps, LLC can collectively earn up to an aggregate of Sixteen Million
(16,000,000) additional shares of our common stock pursuant to certain earn-out provisions (the “Earn-out Provisions”) in the Purchase
Agreement.

The Company accounts for Contingent Consideration according to FASB ASC 805 Business Combinations . Contingent consideration
typically represents the acquirer's obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified
future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at acquisition-date fair value as
part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements , which
defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer
additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree if specified future
events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are
met.

Accordingly, the Company valued the Earn-out Provisions based on an analysis using a cash flow model (a "decision tree") to determine the
Expected Earn-Out Payment, which model determined that the aggregate Expected Earn-out Payment was $25,450,000 and the present value of
the contingent consideration liability was $18,362,269. The Company thus recognized at the acquisition date an $18,362,269 Earn-out
Provisions Liability amount associated with the Earn-out Provisions as part of the consideration transferred in the WeedMaps Purchase
Agreement.


                                                                        F-26
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

The probabilities for the three different scenarios in determining the likelihood of payouts related to the earn-out provisions, as well as the
discount rate used in our calculations were based on internal Company projections which were vetted by senior management, which probability
rate for year 1 has, to date, already been exceeded, and as such, each of Mr. Hartfield and Mr. Hoerling will earn their respective earn-out
provisions for year 1.

Contingent consideration, the earn-out provisions, which are classified as a liability are required to be remeasured to fair value at each reporting
date and any changes in fair value subsequent to the acquisition date are recognized in earnings. The primary inputs in determining the fair
value of the earn-outs that were remeasured to fair value at December 31, 2011 were i) the quoted price of the underlying shares of our
common stock and ii) the probabilities for the three different scenarios in determining the likelihood of common share payouts.

The price of our common stock was reduced to $1.52 from $2.00 in all three years of our cash flow model since the price of our common stock
as quoted on the OTCQX on December 31, 2011, the balance sheet date, was $1.52. The probability rate for year one upside scenario of the
earn-outs has been met and thus such probability rate was increased to 100% from 75%, and as a result the fair value of the earn-out liability
for year one increased by $786,667, to $9,120,000 ($1.52 x 6 million shares). Consequently, the cash flow model for year one of the earn-outs
is no longer presented.

Furthermore, the upside probability rates in year two and year three of our cash flow model have been increased to 75% and 65%, respectively,
from 70% and 60%, respectively, which resulted in a decrease in the fair value of the earn-out liability of $353,000 and $229,000,
respectively. The net effect of the changes to our cash flow model as a result of remeasuring the earn-out liability to fair value was immaterial
and as such, no change in the fair value of the earn-out liability was recorded at December 31, 2011. At December 31, 2011, the fair value of
the earn-out liability was $18,362,269.

Pursuant to the WeedMaps Purchase Agreement, the Earn-out Provisions provide that for a period of three years following the acquisition of
WeedMaps, LLC, each of the Sellers will be eligible to earn and be issued a certain number of shares of the Company’s common stock based
upon the following formula as follows:

   i.   In year one following the acquisition of WeedMaps, LLC each of the Sellers will be eligible to earn and be issued 3,000,000 shares of
        the Company’s common stock on January 31, 2012, if the gross revenues of Merger Sub [WeedMaps, LLC was merged with and into
        WeedMaps Media, Inc. (“Merger Sub”)], for the fiscal year ended December 31, 2011 are at least 20% higher than they were for the
        fiscal year ended December 31, 2010. If the 2011 gross revenues of Merger Sub are at least 10%, but less than 20%, higher than the
        2010 gross revenues, then the number of shares to be issued shall be reduced to 1,250,000 shares to each of the Sellers. If the 2011 gross
        revenues of Merger Sub are less than 10% higher than the 2010 gross revenues, then no shares shall be issued hereunder. At December
        31, 2011 the 20% gross revenue milestone was met for year one, and as such, each of Mr. Hartfield and Mr. Hoerling will earn their
        respective earn-out shares for year one. At December 31, 2011, the fair value of the year one earn-our shares was $9,120,000.


                                                                       F-27
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

  ii.     In year two following the acquisition of WeedMaps, LLC each of the Sellers will be eligible to earn and be issued 3,000,000 shares of
          the Company’s common stock on January 31, 2013, if the gross revenues of Merger Sub for the fiscal year ended December 31, 2012
          are at least 20% higher than they were for the fiscal year ended December 31, 2011. If the 2012 gross revenues of Merger Sub are at
          least 10%, but less than 20%, higher than the 2011 gross revenues, then the number of shares to be issued shall be reduced to 1,250,000
          shares to each of the Sellers. If the 2012 gross revenues of Merger Sub are less than 10% higher than the 2011 gross revenues, then no
          shares shall be issued.

                                                                                                                           Probability-Weighted
Year 2 Scenarios                                                # of Shares Earn-Out              Probability                    Shares

                         Upside                                             6,000,000                           75 %                4,500,000
        Gross Revenue 20% higher than previous year

                         Mid                                                2,500,000                           15 %                 375,000
  Gross Revenue higher than 10% but less than 20% of
                    previous year

                        Downside
        Gross Revenue 10% or lower than previous year                           0                               10 %                    0

                                                              Expected Earn-Out Shares                                                  4,875,000

                                                              Price per common share                                   $                        1.52

                                                              Discount rate                                                                    20 %
                                                              No. of Years (nper)                                                            1.00
                                                              Payments (pmt)                                           $                        -
                                                              Fair value (fv)                                          $                7,410,000

                                                              Present value factor at 20% discount rate for 24
                                                              months                                                                        0.83333

                                                              Year 2 Present value of liability                        $                6,175,000



                                                                       F-28
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

  iii. In year three following the acquisition of WeedMaps, LLC each of the Sellers will be eligible to earn and be issued 2,000,000 shares of
       the Company’s common stock on January 31, 2014, if the gross revenues of Merger Sub for the fiscal year ended December 31, 2013
       are at least 20% higher than they were for the fiscal year ended December 31, 2012. If the 2012 gross revenues of Merger Sub are at
       least 10%, but less than 20%, higher than the 2013 gross revenues, then the number of shares to be issued shall be reduced to 1,250,000
       shares to each of the Sellers. If the 2013 gross revenues of Merger Sub are less than 10% higher than the 2012 gross revenues, then no
       shares shall be issued.

                                                                                                                        Probability-Weighted
Year 3 Scenarios                                             # of Shares Earn-Out              Probability                    Shares

                      Upside                                            4,000,000                            65 %                2,600,000
     Gross Revenue 20% higher than previous year

                         Mid                                            2,500,000                            20 %                 500,000
  Gross Revenue higher than 10% but less than 20% of
                    previous year

                    Downside
    Gross Revenue 10% or lower than previous year                            0                               15 %                    0

                                                           Expected Earn-Out Shares                                                  3,100,000

                                                           Price per common share                                   $                        1.52

                                                           Discount rate                                                                    20 %
                                                           No. of Years (nper)                                                            2.00
                                                           Payments (pmt)                                           $                        -
                                                           Fair value (fv)                                          $                4,712,000

                                                           Present value factor at 20% discount rate for 36
                                                           months                                                                        0.69444

                                                           Year 3 Present Value of Liability                        $                3,272,222



                                                                    F-29
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Note 16. Income Per Common Share

Income per common share is based on the weighted average number of common shares outstanding. The Company complies with Earnings Per
Share , which requires dual presentation of basic and diluted earnings per share on the face of the statements of operations. Basic per share
earnings or loss excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average
common shares outstanding for the period. Diluted per share earnings or loss reflect the potential dilution that could occur if convertible
preferred stock or debentures, options and warrants were to be exercised or converted or otherwise result in the issuance of common stock that
is then shared in the earnings of the entity.

As of December 31, 2011, there were outstanding 250,000 common stock purchase warrants that were not included in the computation of
diluted EPS because to do so would have been antidilutive for the period presented. See Note 5. Other Current Assets for information on the
warrants.

Note 17. Income Taxes

As described in Note 22. Recapitalization , the Company completed a Merger with WeedMaps, LLC. in November 2010 and for accounting
purposes the transaction is considered to be a reverse merger treated as a recapitalization of SearchCore where SearchCore is the surviving
legal entity and the accounting acquiree, and WeedMaps is considered to be the accounting acquirer and the legal acquiree. The assets and
liabilities of WeedMaps are recorded at their historical cost with the equity structure of SearchCore. No goodwill was recorded in the
transaction. SearchCore was deemed a continuation of the business of WeedMaps and the historical financial statements of WeedMaps became
the historical financial statements of SearchCore. Prior to the Merger, WeedMaps, LLC was not a tax paying entity for federal and state income
tax purposes. Income from WeedMaps prior to the Merger was taxed at the members’ level.

As described in Note 3. Business Combinations , the Company acquired substantially all the assets of Synergistic Resources, LLC during
December 2010. Synergistic Resources, LLC is not a tax paying entity for federal and state income tax purposes. Income from Synergistic
Resources, LLC is taxed at the members’ level. Further, the results of operations of Synergistic Resources, LLC prior to the date of acquisition,
the year ended December 31, 2009 and the period ended December 2, 2010, were attributed to the single member of the LLC. Accordingly, the
Company has not provided a provision for income taxes from operations of Synergistic Resources, LLC prior to its acquisition. Effective the
date of the acquisition, Synergistic Resources, LLC converted to a C-corp.

The components of net loss before income tax (benefit) consist of approximately the following:

                                                                                                  Years Ended December 31,
                                                                                                     2011           2010
          Operating income from continuing operations                                             $    1,437,152   $ 456,583
          Loss from discontinued operations                                                           (4,193,797 )    (25,174 )
                                                                                                  $   (2,756,645 ) $ 431,409



                                                                      F-30
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for tax purposes. Significant components of the Company's tax provision and deferred tax assets as of
December 31, 2011 and 2010 are as follows:

The components of tax provision (benefit)                                                                         December 31,
                                                                                                               2011           2010
Current
    Federal                                                                                                $     268,000      $          -
    State                                                                                                         31,700            62,800
                                                                                                                 299,700            62,800

Deferred
    Federal                                                                                                $      (16,000 )   $   (429,000 )
    State                                                                                                          19,000          (31,000 )
                                                                                                                    3,000         (460,000 )

Change in valuation allowance                                                                                     (20,000 )        460,000

Total tax (benefit) provision                                                                              $     282,700      $     62,800



The components of deferred tax asset (liability)                                                                  December 31,
                                                                                                                2011           2010
Deferred income tax assets:
    State taxes                                                                                            $      40,000      $          -
    Net operating losses                                                                                         468,000           460,000
    Accruals and other                                                                                            97,000                 -
                                                                                                                 605,000           460,000
Deferred income tax liabilities:
    Depreciation and amortization                                                                          $    (148,000 )    $          -
                                                                                                                 457,000           460,000

Valuation allowance                                                                                             (440,000 )        (460,000 )

Net deferred tax assets/(liabilities)                                                                      $      17,000      $           -



                                                                    F-31
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

For the years ended December 31, 2011 and 2010, a reconciliation of the federal statutory tax rate to the Company's effective tax rate is as
follows:

Effective Tax Rate                                                                                                December 31,
                                                                                                               2011           2010
Federal statutory tax rate                                                                                         34.00 %        34.00 %
State and local income taxes, net of federal tax benefit                                                           -4.59 %        15.19 %
Permanent items                                                                                                   -36.35 %         0.00 %
Return to provision                                                                                                -1.72 %         0.00 %
Valuation allowance                                                                                                -0.55 %       -34.00 %

Total effective tax rate                                                                                           -9.21 %          15.19 %


The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those
temporary differences become deductible. Based upon the Company's loss for the year ended December 31, 2011, the Company has provided
a valuation allowance in the amount of $440,000 against our future net operating losses. The amount of deferred tax assets considered
realizable could change if future taxable income is realized.

At December 31, 2011 and December 31, 2010, the Company had U.S. federal tax net operating loss carryforwards (“NOLs”) of approximately
$1.4 million and $1.4 million, respectively, which begin to expire in 2021. We do not have any State NOLs. The NOLs are subject to
limitations under IRC Section 382 of the Internal Revenue Code (“Section 382”).

Note 18. Related Party Transactions

All material intercompany transactions have been eliminated upon consolidation of our entities. During the twelve months ended December
31, 2011, cash transfers, equity and accounts between the Company and its subsidiaries have been eliminated upon consolidation.

Note 19. Commitment And Contingencies

On January 27, 2011, the Company entered into a commercial lease agreement for approximately 20,332 square feet of office space in Newport
Beach, California. The lease expires on January 31, 2014 and requires monthly payments of $39,647. The Company is confident that this
commercial space will provide adequate space to meet our needs and provide for future growth.


                                                                   F-32
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Set forth below is a summary of our current obligations as of December 31, 2011 comprised exclusively of a rental lease obligation to make
future payments due by the period indicated below:

                                                                                                            Monthly
                                                                                             Minimum          Base
                     Operating lease payments                                                 Payments        Rent
                     FYE 2012                                                               $ 495,288       $ 41,274
                     FYE 2013                                                               $ 514,806       $ 42,901
                     2014                                                                   $    42,901     $ 42,901

Note 20. Equity Transactions

On January 11, 2011, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Revyv, LLC. As consideration for the purchase, we issued an aggregate of Five Hundred Thousand (500,000) shares of our common
stock to Revyv. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was
accredited and had access to information necessary to make an investment decision. The shares were restricted securities as described in Rule
144 pursuant to the Securities Act of 1933.

On December 15, 2010, we issued Twenty Five Thousand (25,000) shares of common stock, restricted in accordance with Rule 144, to The
Lebrecht Group, APLC, our legal counsel, in exchange for services rendered. The issuance was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, and the investor was accredited and had access to information necessary to make an investment decision.

On December 3, 2010, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Synergistic Resources, LLC. As consideration for the purchase, we issued an aggregate of Two Million (2,000,000) shares of our
common stock to Synergistic Resources. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and
the investor was accredited and had access to information necessary to make an investment decision. The shares were restricted securities as
described in Rule 144 pursuant to the Securities Act of 1933.

On November 23, 2010, we sold an aggregate of 825,000 shares of our common stock, restricted in accordance with Rule 144 and containing
an appropriate restrictive legend, to four shareholders at a purchase price of $2.00 per share, for aggregate cash consideration of
$1,650,000. One of the four shareholders was James Pakulis, our Chief Executive Officer and a member of our Board of Directors, who
purchased 150,000 shares for aggregate cash consideration of $300,000. The issuances were exempt from registration pursuant to Rule 506 of
Regulation D promulgated under the Securities Act of 1933, and each investor was accredited.

On November 19, 2010, we entered into an Agreement and Plan of Reorganization and Merger pursuant to which we acquired 100% of the
membership interests of WeedMaps, LLC, Nevada limited liability company. As consideration for the purchase, we issued an aggregate of
Sixteen Million Four Hundred Thousand (16,400,000) shares of our common stock to two individuals, Justin Hartfield and Keith Hoerling.
Hartfield and Hoerling can collectively earn up to an aggregate of Sixteen Million (16,000,000) additional shares of our common stock
pursuant to certain earn-out provisions in the purchase agreement. Each of the issuances was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933, and each of the investors was accredited and had access to information necessary to make an investment
decision. The shares were all restricted securities as described in Rule 144 pursuant to the Securities Act of 1933.

On August 24, 2010, we issued 53,656,814 shares of our common stock to James Pakulis, one of our officers and directors, in exchange for the
cancellation of $1,609,704 in convertible debt at $0.03 per share. The issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933. Mr. Pakulis subsequently sold one-half (1/2) of the shares to Douglas Francis, another of our officers and directors.


                                                                    F-33
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

Note 21. Warrants

As of December 31, 2011, there were outstanding 250,000 common stock purchase warrants. See Note 5. Other Current Assets for information
on the warrants.

The following table summarizes information about common stock warrants outstanding at December 31, 2011.

                                        Outstanding                                                               Exercisable
                                                Weighted Average                 Weighted                                       Weighted
    Exercise                 Number                 Remaining                    Average                Number                  Average
     Price                  Outstanding       Contractual Life (years)         Exercise Price          Exercisable            Exercise Price
$              4.00                250,000                        2.87       $             4.00               250,000       $             4.00
$              4.00                250,000                        2.87       $             4.00               250,000       $             4.00


Note 22. Recapitalization

On November 19, 2010, SearchCore, Inc. entered into an Agreement and Plan of Reorganization and Merger with WeedMaps Media, Inc., a
wholly owned subsidiary of SearchCore (“Merger Sub”) and WeedMaps, LLC (“WeedMaps”) (the “Merger Agreement”). WeedMaps was a
privately held medical-cannabis industry-focused, marketing and media company, whose business plan was to monetize industry related
information and to provide advertisers and industry professionals a direct and accessible platform via the internet. Pursuant to the terms of the
Merger Agreement, Merger Sub merged with and into WeedMaps and WeedMaps is the surviving corporation and a wholly owned subsidiary
of SearchCore (the “Merger”).

Prior to the Merger, SearchCore was deemed to be a non-operating public shell corporation with nominal net assets and WeedMaps was a
private operating company with significant operations. After the completion of the Merger, assuming the issuance of shares pursuant to certain
earn-out provisions, SearchCore’s previous shareholders owned 64,215,256 shares of common stock and WeedMaps shareholders owned
32,400,000, or approximately 34% of the outstanding shares of SearchCore’s common stock and as such, for accounting purposes the
transaction is considered to be a reverse merger treated as a recapitalization of SearchCore where SearchCore is the surviving legal entity and
the accounting acquiree, and WeedMaps is considered to be the accounting acquirer and the legal acquiree. The assets and liabilities of
WeedMaps are recorded at their historical cost with the equity structure of SearchCore. No goodwill was recorded in the transaction.
SearchCore was deemed a continuation of the business of WeedMaps and the historical financial statements of WeedMaps became the
historical financial statements of SearchCore.

The following summary reflects the conversion of 100% membership interest of WeedMaps into 16,400,000 shares of SearchCore common
stock, the additional 16,000,000 shares of common stock pursuant to the Earn-out provisions and the elimination of the accumulated deficit of
SearchCore including its wholly owned subsidiary LV Luxuries:

Recapitalization Adjustment

          Issuance of SearchCore’s common stock—16,400,000 shares at $.001 par value                                $       16,400
          Earn-out provisions liability, WeedMaps                                                                       18,362,269
          Elimination of SearchCore’s accumulated deficit                                                                5,625,522
          Elimination of LV Luxuries' accumulated deficit                                                                  141,509
          Recapitalization adjustment to additional-paid-in capital                                                 $   24,145,700


                                                                      F-34
SEARCHCORE, INC.
(Formally General Cannabis, Inc. )
Notes to the Consolidated Financial Statements
December 31, 2011
Audited

 Note 23. Operating Segments

In the past, our operations contained two identifiable segments, the media and marketing segment and the medical clinic management segment.
The factors that the Company considered when identifying our reportable segments were primarily the products and services which were
offered by each segment. Based on the reporting of our entire Medical Clinic Management Segment as discontinued operations, we determined
that we now have one reportable segment and accordingly we will no longer report on a segment basis. Further prior year segment information
is no longer reported as well. See Note 9. Discontinued Operations for further information on the discontinuation of our medical clinic
management segment.

Note 24. Subsequent Events

The Company evaluated its December 31, 2011 financial statements for subsequent events through April 18 , 2012, the date the financial
statements were available to be issued.

MMJMenu

On January 5, 2012, WeedMaps acquired substantially all the assets of MMJMenu, LLC (“MMJ”). The assets consist primarily of the
intellectual property associated with MMJMENU, including its website (www.mmjmenu.com). As consideration for the purchase we issued an
aggregate of Two Hundred Thousand (200,000) shares of our common stock to MMJ or its assigns. Effective on January 4, 2012, we entered
into an at-will employment agreement with each of Justin Weidmann and Alex Weidmann, each of which are members of MMJMenu,
LLC. The compensation due to each is $10,000 per month.

Note 25. Current Fiscal Year Interim Period Error Corrections

During the first quarter of 2011, we began capitalizing certain software development costs, which we subsequently realized that our accounting
treatment was incorrect. Consequently, the capitalized software development costs were expensed as research and development costs during
the quarter ending December 31, 2011. At December 31, 2011, the software development costs that were expensed as research and
development costs was $520,000.

The effect on income from continuing operations, net income, and related per-share amounts for each prior interim period of the current fiscal
year is as follows:

              Quarter ending March 31, 2011
                 Income from continuing operations                                                               $    (66,392 )
                 Net income                                                                                      $    (66,392 )
                 Income loss per share, Basic and Diluted
                   Income from continuing operations                                                             $      (0.00 )
                   Total income (loss) per share                                                                 $      (0.00 )

              Quarter ending June 30, 2011
                 Income from continuing operations                                                               $   (260,337 )
                 Net income                                                                                      $   (260,337 )
                 Income loss per share, Basic and Diluted
                   Income from continuing operations                                                             $      (0.00 )
                   Total income (loss) per share                                                                 $      (0.00 )

              Quarter ending September 30, 2011
                 Income from continuing operations                                                               $   (484,789 )
                 Net income                                                                                      $   (484,789 )
                 Income loss per share, Basic and Diluted
                   Income from continuing operations                                                             $      (0.01 )
                   Total income (loss) per share                                                                 $      (0.01 )
Quarter ending December 31, 2011
   Income from continuing operations                 $   (519,789 )
   Net income                                        $   (519,789 )
   Income loss per share, Basic and Diluted
     Income from continuing operations               $      (0.01 )
     Total income (loss) per share                   $      (0.01 )


                                              F-35
YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT
AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY THESE SHARES OF THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION
IS UNLAWFUL.

                                                      TABLE OF CONTENTS

                                                                                               Page

Prospectus Summary                                                                                     4
Corporate Information                                                                                  4
Risk Factors                                                                                           6
Use of Proceeds                                                                                       16
Determination of Offering Price                                                                       17
Selling Security Holders                                                                              18
Plan of Distribution                                                                                  20
Description of Securities                                                                             22
Interests of Experts and Counsel                                                                      22
Description of Business                                                                               23
Description of Property                                                                               33
Legal Proceedings                                                                                     33
Index to Financial Statements                                                                         34
Selected Financial Data                                                                               35
Management’s Discussion and Analysis or Plan of Operation                                             36
Changes in Accountants                                                                                50
Directors, Executive Officers                                                                         52
Executive Compensation                                                                                55
Security Ownership                                                                                    58
Certain Transactions                                                                                  59
Available Information                                                                                 60
Experts                                                                                               60


                                                             62
Dealer Prospectus Delivery Obligation. Until ___________________, 2012 all dealers that effect transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus
when acting as underwriters and with respect to their unsold allotments or subscriptions.


                                                               9,397,500 SHARES

                                                                SearchCore, INC.

                                                              -------------------------

                                                                 PROSPECTUS

                                                              -------------------------

                                                            _______________, 2012



                                                                         63
                                          PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

                                         OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 We will pay all expenses in connection with the registration and sale of the common stock by the selling stockholders, who may be deemed to
be an underwriter in connection with their offering of shares. The estimated expenses of issuance and distribution are set forth below:

         Registration Fees                                                                           Approximately       $     7,900
         Transfer Agent Fees                                                                         Approximately               500
         Costs of Printing and Engraving                                                             Approximately               500
         Legal Fees                                                                                  Approximately            45,000
         Accounting and Audit Fees                                                                   Approximately            35,000
          Total                                                                                                          $    88,900


                                          INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Article V of our Articles of Incorporation provides that, the personal liability of the directors of the corporation is hereby eliminated to
the fullest extent permitted by paragraph 1 of Section 78.037 of the General Corporation Law of the State of Nevada, as the same may be
amended and supplemented.

         Article VI of our Articles of Incorporation provides that, the corporation shall, to the fullest extent permitted by Section 78.751 of the
General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said
section.

 Our bylaws do not further address indemnification, and there are no resolutions of our shareholders or directors which address
indemnification.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.


                                                                         II-1
                                          RECENT SALES OF UNREGISTERED SECURITIES

 On December 19, 2011, we entered into a Reorganization and Asset Purchase Agreement pursuant to which we acquired substantially all the
assets of MMJMenu, LLC, an unrelated Colorado limited liability company. As consideration for the purchase, we issued an aggregate of Two
Hundred Thousand (200,000) shares of our common stock to MMJMenu, LLC. The issuance was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, and the investor was accredited and had access to information necessary to make an investment decision,
and there was no solicitation. The shares were restricted securities as described in Rule 144 pursuant to the Securities Act of 1933.

          On January 10, 2011, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially
all the assets of Revyv, LLC. As consideration for the purchase, we issued an aggregate of Five Hundred Thousand (500,000) shares of our
common stock to Revyv. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor
was accredited and had access to information necessary to make an investment decision, and there was no solicitation. The shares were
restricted securities as described in Rule 144 pursuant to the Securities Act of 1933.

         On December 15, 2010, we issued Twenty Five Thousand (25,000) shares of common stock, restricted in accordance with Rule 144,
to The Lebrecht Group, APLC, our legal counsel, in exchange for services rendered. The issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, and the investor was accredited and had access to information necessary to make an investment
decision, and there was no solicitation.

 On December 3, 2010, we entered into a Reorganization and Asset Acquisition Agreement pursuant to which we acquired substantially all the
assets of Synergistic Resources, LLC. As consideration for the purchase, we issued an aggregate of Two Million (2,000,000) shares of our
common stock to Synergistic Resources. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and
the investor was accredited and had access to information necessary to make an investment decision, and there was no solicitation. The shares
were restricted securities as described in Rule 144 pursuant to the Securities Act of 1933.

         On November 23, 2010, we sold an aggregate of 825,000 shares of our common stock, restricted in accordance with Rule 144 and
containing an appropriate restrictive legend, to four shareholders at a purchase price of $2.00 per share, for aggregate cash consideration of
$1,650,000. One of the four shareholders was James Pakulis, our Chief Executive Officer and a member of our Board of Directors, who
purchased 150,000 shares for aggregate cash consideration of $300,000. The issuances were exempt from registration pursuant to Rule 506 of
Regulation D promulgated under the Securities Act of 1933, each investor was accredited, and there was no solicitation.

 On November 19, 2010, we entered into an Agreement and Plan of Reorganization and Merger pursuant to which we acquired 100% of the
membership interests of WeedMaps, LLC, a Nevada limited liability company. As consideration for the purchase, we issued an aggregate of
Sixteen Million Four Hundred Thousand (16,400,000) shares of our common stock to two individuals, Justin Hartfield and Keith
Hoerling. Hartfield and Hoerling can collectively earn up to an aggregate of Sixteen Million (16,000,000) additional shares of our common
stock pursuant to certain earn-out provisions in the purchase agreement. Each of the issuances was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, and each of the investors was accredited and had access to information necessary to make an
investment decision, and there was no solicitation. The shares were all restricted securities as described in Rule 144 pursuant to the Securities
Act of 1933.

 On October 5, 2010, pursuant to the terms of a marketing services agreement of the same date, we issued four-year warrants to acquire
250,000 shares of our common stock at $4.00 per share. The issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, and each of the investors was accredited and had access to information necessary to make an investment decision, and there was
no solicitation.

         On August 18, 2010, we issued 53,656,814 shares of our common stock to James Pakulis, one of our officers and directors, in
exchange for the cancellation of $1,609,704 in convertible debt at $0.03 per share. The issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, Mr. Pakulis was accredited and had access to information necessary to make an investment decision,
and there was no solicitation. Mr. Pakulis subsequently sold one-half (1/2) of the shares to Douglas Francis, another of our officers and
directors in a private sale exempt from registration pursuant to the “Section 4(1 1/2)” exemption.


                                                                      II-2
                                                      EXHIBITS

2.1    Agreement and Plan of Reorganization and Merger dated November 19, 2010

2.2    First Amendment to Agreement and Plan of Reorganization and Merger dated November 19, 2010.

2.3    Reorganization and Asset Acquisition Agreement dated December 3, 2010

2.4    Reorganization and Asset Acquisition Agreement dated January 11, 2011.

2.5    Reorganization and Asset Purchase Agreement dated December 19, 2011.

3.1    Amended and Restated Articles of Incorporation of General Cannabis, Inc.

3.2    Certificate of Amendment to Articles of Incorporation

3.3    Bylaws of General Cannabis, Inc.

5.1    Legal Opinion of The Lebrecht Group, APLC

10.1   Secured Promissory Note issued to Justin Hartfield in the Principal Amount of $900,000 dated November 19, 2010 and due
       January 10, 2012

10.2   First Amendment to Secured Promissory Note issued to Justin Hartfield dated February 22, 2011

10.3   Secured Promissory Note issued to Justin Hartfield in the Principal Amount of $900,000 dated November 19, 2010 and due
       January 10, 2013

10.4   Secured Promissory Note issued to Keith Hoerling in the Principal Amount of $900,000 dated November 19, 2010 and due
       January 10, 2012

10.5   First Amendment to Secured Promissory Note issued to Keith Hoerling dated February 22, 2011

10.6   Secured Promissory Note issued to Keith Hoerling in the Principal Amount of $900,000 dated November 19, 2010 and due
       January 10, 2013

10.7   Security Agreement dated November 19, 2010

10.8   Lock-Up Agreement dated November 19, 2010


                                                          II-3
10.9    Employment Agreement with Justin Hartfield dated November 19, 2010

10.10   Employment Agreement with Keith Hoerling dated November 19, 2010

10.11   Consulting Agreement with Douglas Francis dated November 19, 2010

10.12   First Amendment to Consulting Agreement with Douglas Francis dated February 22, 2011

10.13   Assignment of Management Services Agreement dated December 3, 2010

10.14   Management Services Agreement dated March 1, 2008

10.15   Employment Agreement with Brent Inzer dated December 1, 2010

10.16   Employment Agreement with David Johnson dated January 10, 2011.

10.17   Employment Agreement with James Johnson dated January 10, 2011.

10.18   Common Stock Purchase Warrant issued to Crystal Research Associates, LLC dated April 13, 2011.

10.19   Marketing Service Agreement with Crystal Research Associates, LLC dated October 5, 2010.

10.20   Website Promotion and Testing Services Agreement with SC Laboratories, Inc. dated June 24, 2011

10.21   Termination of Consulting Agreement with Douglas Francis dated August 1, 2011

10.22   Employment Agreement with Douglas Francis dated August 1, 2011

10.23   Employment Agreement with James Pakulis dated August 1, 2011

10.24   Lock-Up Agreement dated October 17, 2011

10.25   Domain Name Purchase Agreement dated November 18, 2011


                                                         II-4
10.26   Non-Recourse Secured Promissory Note dated November 18, 2011

10.27   Employment Agreement with Alex Weidmann dated January 4, 2012.

10.28   Employment Agreement with Justin Weidmann dated January 4, 2012.

10.29   Advertising and Promotion Agreement with NORML

16.1    Letter from Mendoza Berger & Company, LLP

16.2    Letter from Dale Matheson Carr-Hilton Labonte, LLP

23.1    Consent of Tavaran, Askelson & Company, LLC

23.2    Consent of The Lebrecht Group, APLC (included in Exhibit 5.1)

99.1    Pro Forma Financial Information

99.2    Financial Statements of Synergistic Resources, LLC


                                                             II-5
Undertakings

A.        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer
or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of such issue.

B.       The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                  (a)       To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                  (b)       To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
                            most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
                            change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
                            was registered) and any deviation from the low or high end of the estimated maximum offering range may be
                            reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of
                            Regulation S-K) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the
                            maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
                            registration statement; and

                  (c)       To include any material information with respect to the plan of distribution not previously disclosed in the
                            registration statement or any material change to such information in the registration statement.

         (2)      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at
                  that time shall be deemed to be the initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain
                  unsold at the termination of the offering.


                                                                       II-6
(4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

      (i)      If the registrant is relying on Rule 430B (§230.430B of this chapter):

      (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be
      part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
      statement; and

      (B)        Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7)
      of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
      415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required
      by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of
      the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
      securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
      person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
      relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a
      registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
      incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a
      purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
      registration statement or prospectus that was part of the registration statement or made in any such document immediately
      prior to such effective date; or

      (ii)       If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b)
      as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than
      prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the
      registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a
      registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
      incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a
      purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
      registration statement or prospectus that was part of the registration statement or made in any such document immediately
      prior to such date of first use.

(5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
      distribution of the securities:

      (i)       The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
      to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
      securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
      will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

      (A)       Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed
      pursuant to Rule 424 (§230.424 of this chapter);

      (B)        Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used
      or referred to by the undersigned registrant;

      (C)      The portion of any other free writing prospectus relating to the offering containing material information about the
      undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

      (D)       Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


                                                            II-7
                                                                 SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, in the City of Newport Beach, State of California.

                                                                         General Cannabis, Inc.

Dated: April 18 , 2012                                                         /s/ James Pakulis
                                                                         By: James Pakulis
                                                                         Its: Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates stated.

Dated: April 18, 2012                                                        /s/ James Pakulis
                                                                         By: James Pakulis, Chairman of the Board and Chief
                                                                             Executive Officer


Dated: April 18 , 2012                                                       /s/ Douglas Francis
                                                                         By: Douglas Francis, President and Director


Dated: April 18 , 2012                                                       /s/ Munjit Johal
                                                                         By: Munjit Johal, Chief Financial Officer, Chief
                                                                             Accounting Officer, and Director


Dated: April 18 , 2012                                                       /s/ Bonni Goldstein
                                                                         By: Bonni Goldstein, Director


                                                                        II-8
                                                  EXHIBIT 2.1


AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

                    by and between


             Weedmaps, LLC,
           a Nevada limited liability company,

                    and its Members

                    on the one hand

                          and


          LC Luxuries Limited,
                 a Nevada corporation,

                          and


            LC Merger Corp.,
                  a Nevada corporation

                    on the other hand
                                 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

         This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this “ Agreement ”) is dated as of November 19, 2010,
by and among Weedmaps, LLC, a Nevada limited liability company (“ Weedmaps ”), and its two members, namely Justin Hartfield, an
individual (“ Hartfield ”), and Keith Hoerling, an individual (“ Hoerling ” and, together with Hartfield, each a “ Member ” and collectively
the “ Members ”), on the one hand, and LC Luxuries Limited, a Nevada corporation (“ LCLX ”), and LC Merger Corp., a Nevada corporation
and a wholly owned subsidiary of LCLX (“ LC Merger Sub ” and, together with LCLX, “ LCLL ”), on the other hand. Each of Weedmaps,
the Members, and LCLL shall be referred to herein as a “ Party ” and collectively as the “ Parties .”

                                                               WITNESSETH

 WHEREAS, LCLX and Weedmaps have determined that a business combination between them is advisable and in the best interests of their
respective companies and stockholders and members, and presents an opportunity for their respective companies to achieve long-term strategic
and financial benefits;

 WHEREAS, LCLX has proposed to acquire Weedmaps pursuant to a merger transaction whereby, pursuant to the terms and subject to the
conditions of this Agreement, Weedmaps shall merge with and into LC Merger Sub (the “ Merger ”);

      WHEREAS, the Members collectively own 100% of the issued and outstanding membership interests of Weedmaps (the “ Weedmaps
Membership Interests ”), as set forth in Exhibit A attached hereto;

        WHEREAS, the Parties desire and intend that the transactions contemplated by this Agreement be treated as a tax-free reorganization
under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

         NOW THEREFORE, in consideration of the premises and respective mutual agreements, covenants, representations and warranties
herein contained, it is agreed between the Parties hereto as follows:

                                                                ARTICLE 1
                                                                 MERGER

         1.1        Weedmaps Membership Interests . At the Closing (as defined in Section 4.1), subject to the terms and conditions herein set
forth, and on the basis of the representations, warranties and agreements herein contained, Weedmaps shall be merged with and into LC Merger
Sub, with LC Merger Sub surviving as a wholly owned subsidiary of LCLX, and the Members shall exchange all of the Weedmaps
Membership Interests in consideration of payment by LCLL of the Purchase Price (as defined below).


                                                                Page 1 of 25
       1.2      Purchase Price . In exchange for the Weedmaps Membership Interests, LCLX shall pay the sum of Sixty Nine Million Two
Hundred Thousand Dollars ($69,200,000) (the “ Purchase Price ”), pro-rata to each of the Members in proportion to their shares of the
Weedmaps Membership Interests, in the form and payable as follows:

         1.2.1        Sixty Five Million Six Hundred Thousand Dollars ($65,600,000) (the “ Stock Consideration ”), payable in the form of
        Sixteen Million Four Hundred Thousand (16,400,000) shares of common stock of LCLX (the “ LCLX Shares ”), to be issued in equal
        parts to the Members at the Closing so each Member will receive 8,200,000 shares. Notwithstanding the foregoing, if the average
        closing price for the LCLX common stock for the thirty (30)-day period that ends on the Closing Date is less than Four Dollars ($4.00)
        per share, then LCLX shall issue to the Members that number of additional shares of LCLX common stock so that the aggregate value
        is equal to the Stock Consideration. At the Closing, LCLX and each of the Members will enter into a Lock-Up Agreement (the “
        Lock-Up Agreement ”) whereby each Member will be entitled to sell twenty five percent (25%) of their portion of the Stock
        Consideration beginning on June 30, 2011, and the remainder on November 30, 2011;

         1.2.2       One Million Eight Hundred Thousand Dollars ($1,800,000) in cash (the “ First Cash Consideration ”), pursuant to two
        (2) promissory notes (the “ 2012 Promissory Notes” ) payable to the Members in the amounts set forth on Exhibit A hereto on
        January 10, 2012. The 2012 Promissory Notes shall be in the form attached hereto as Exhibit B-1 .

         1.2.3       One Million Eight Hundred Thousand Dollars ($1,800,000) in cash (the “ Second Cash Consideration ”), pursuant to
        two (2) promissory notes (the “ 2013 Promissory Notes” ) payable to the Members in the amounts set forth on Exhibit A hereto on
        January 10, 2013. The 2013 Promissory Notes shall be in the form attached hereto as Exhibit B-2 .

         1.2.4     The 2012 Promissory Notes and the 2013 Promissory Notes shall be secured by a pledge of all the assets of Weedmaps
        and all Weedmaps Membership Interests being exchanged by the Members hereunder for the Purchase Price pursuant to a Security
        Agreement in the form attached hereto as Exhibit C .


                                                                Page 2 of 25
        1.2.5          Each of the Members shall be entitled to receive additional consideration in the form of common stock of LCLX based
        on earn-out provisions set forth in Exhibit F (the “ Earn-Out Provisions ”). For purposes of this Agreement, shares issued pursuant
        to this Section 1.2.5 shall be included as LCLX Shares. On and after the Closing and for so long as any shares are issuable to the
        Members pursuant to the Earn-Out Provisions (the “ Special Operation Period ”), LCLL will (i) permit the Members to have control
        over the day-to-day operations of Merger Sub so long as their actions are taken in accordance with a budget for Merger Sub’s
        operations that has been mutually agreed between LCLX and the Members (the “ Special Operation Budget ”) for the applicable
        periods, (ii) not terminate any employee of Merger Sub without the Members’ consent, (iii) not change any existing accounting
        practice or policy of LCLX on the one hand or of Merger Sub on the other hand so that Merger Sub shall not account in a manner that
        is materially different from the way Weedmaps accounted for its gross revenues prior to the Closing, (iii) support the financial,
        management, sales, marketing and engineering resources of Merger Sub as the successor to Weedmaps to enable it to operate in a
        manner consistent with past practices of Weedmaps, (iv) operate Merger Sub as a separate corporation and shall not liquidate,
        dissolve, or merge Merger Sub with or into any other corporation or other legal entity and shall not transfer any portion of the assets of
        Weedmaps to any corporation or legal entity other than Merger Sub. LCLL shall in no event take into consideration the earn-out
        consideration, or any other commitments under this Agreement in its decisions as to the operation of Merger Sub as the successor to
        Weedmaps during the Special Operation Period. LCLL agrees that it will not change the Special Operation Budget during the Special
        Operation Period without the Members’ prior consent.

                                                           ARTICLE 2
                                                REPRESENTATIONS AND WARRANTIES
                                                 OF WEEDMAPS AND THE MEMBERS

         2.1        Representations and Warranties of Weedmaps and the Members . To induce LCLL to enter into this Agreement and to
consummate the transactions contemplated hereby, Weedmaps and the Members, and each of them, represent and warrant as of the date hereof
and as of the Closing, as follows:

                 2.1.1        Authority of Weedmaps and the Members; Transfer of Weedmaps Membership Interests . Weedmaps and the
        Members have the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions
        contemplated herein. This Agreement, and all of the Exhibits attached hereto, constitutes the legal, valid and binding obligation of
        Weedmaps and the Members. As of the Closing, the Members shall hold title in and to the Weedmaps Membership Interests free and
        clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands, and claims of any kind or nature
        whatsoever, whether direct or indirect or contingent, other than customary restrictions imposed by the securities laws.

                 2.1.2        Corporate Existence of Weedmaps . Weedmaps is a limited liability company duly organized, validly existing,
        and in good standing under the laws of the State of Nevada. Weedmaps has all requisite corporate power, franchises, licenses, permits
        and authority to own its properties and assets and to carry on its business as it has been and is being conducted. Weedmaps is in good
        standing in each state, nation or other jurisdiction wherein the character of the business transacted by it makes such qualification
        necessary. As of the Closing, Weedmaps will have elected to be taxed as a “C” corporation for federal tax purposes.


                                                                 Page 3 of 25
          2.1.3       Capitalization of Weedmaps . The capitalization of Weedmaps is set forth in Exhibit A . No other equity
interests of Weedmaps are issued and outstanding. All of the issued and outstanding membership interests have been duly and validly
issued in accordance and compliance with all applicable laws, rules and regulations and are fully paid and nonassessable. There are
no options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character granted or issued by Weedmaps
which provide for the purchase, issuance or transfer of any membership interests of Weedmaps nor are there any outstanding securities
granted or issued by Weedmaps that are convertible into any membership interests of Weedmaps, and none is authorized. Weedmaps
is not obligated or committed to purchase, redeem or otherwise acquire any of its equity. All presently exercisable voting rights in
Weedmaps are vested exclusively in its outstanding membership interests, and other than as may be contemplated by this Agreement
and the Operating Agreement for Weedmaps LLC, there are no voting trusts or other voting arrangements with respect to any of
Weedmaps’ equity securities.

          2.1.4         Subsidiaries . “ Subsidiary ” or “ Subsidiaries ” means all corporations, trusts, partnerships, associations, joint
ventures or other Persons, as defined below, of which a corporation or limited liability company or any other Subsidiary of such
corporation or limited liability company owns not less than twenty percent (20%) of the voting securities or other equity or of which
such corporation or limited liability company or any other Subsidiary of such corporation or limited liability company possesses,
directly or indirectly, the power to direct or cause the direction of the management and policies, whether through ownership of voting
shares, management contracts or otherwise. “ Person ” means any individual, corporation, trust, association, partnership,
proprietorship, joint venture or other entity. Weedmaps has no Subsidiaries.

          2.1.5         Execution of Agreement . The execution, delivery and performance of this Agreement and the completion of the
transactions contemplated by this Agreement have been authorized by all necessary corporate action on the part of each of Weedmaps
and the Members and no other corporate proceedings or approvals are required on the part of Weedmaps or the Members to authorize
this Agreement or to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby will not: (a) violate, conflict with, modify or cause any
default under or acceleration of (or give any Party any right to declare any default or acceleration upon notice or passage of time or
both), in whole or in part, any charter, article of incorporation or organization, bylaw, operating agreement, mortgage, lien, deed of
trust, indenture, lease, agreement, instrument, order, injunction, decree, judgment, law or any other restriction of any kind to which
Weedmaps or the Members are a party or by which any of them or any of their properties are bound; (b) result in the creation of any
security interest, lien, encumbrance, adverse claim, proscription or restriction on any property or asset (whether real, personal, mixed,
tangible or intangible), right, contract, agreement or business of Weedmaps or the Members; (c) violate any law, rule or regulation of
any federal or state regulatory agency; or (d) permit any federal or state regulatory agency to impose any restrictions or limitations of
any nature on Weedmaps or the Members or any of their respective actions.

         2.1.6        Securities Representations . The Members, and each of them individually, hereby represent and warrant as of
the date hereof and as of the Closing, as follows:


                                                          Page 4 of 25
         (a)        Purchase for Own Account . Each of the Members represents that he is acquiring the LCLX Shares solely
for his own account and beneficial interest for investment and not for sale or with a view to distribution of the LCLX Shares
or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such
intention.

         (b)       Ability to Bear Economic Risk . Each of the Members acknowledges that an investment in the LCLX
Shares involves a high degree of risk, and represents that he is able, without materially impairing his financial condition, to
hold the LCLX Shares for an indefinite period of time and to suffer a complete loss of his investment.

        (c)        Access to Information. The Members acknowledge that they have been furnished with such financial
and other information concerning LCLX, the directors and officers of LCLX, and the business and proposed business of
LCLX as the Members consider necessary in connection with their investment in the LCLX Shares. As a result, the
Members are thoroughly familiar with the proposed business, operations, properties and financial condition of LCLX and
have discussed with officers of LCLX any questions the Members may have had with respect thereto. The Members
understand:

                  (i)      The risks involved in this investment, including the speculative nature of the investment;

                  (ii)     The financial hazards involved in this investment, including the risk of losing the Members’
                           entire investment;

                  (iii)    The lack of liquidity and restrictions on transfers of the LCLX Shares; and

                  (iv)     The tax consequences of this investment.

 The Members have consulted with their own legal, accounting, tax, investment and other advisers with respect to the tax
treatment of an investment by the Members in the LCLX Shares and the merits and risks of an investment in the LCLX
Shares. Nothing herein shall be deemed to limit, modify or be construed as a waiver of the indemnity of Weedmaps or the
Members set forth in Section 6.2.1 hereof.


                                                Page 5 of 25
         (d)       Shares Part of Private Placement . The Members have been advised that the LCLX Shares have not been
registered under the Securities Act of 1933, as amended (the “ Act ”), or qualified under the securities law of any state, on the
ground, among others, that no distribution or public offering of the LCLX Shares is to be effected and the LCLX Shares will
be issued by LCLX in connection with a transaction that does not involve any public offering within the meaning of section
4(2) of the Act and/or Regulation D as promulgated by the SEC under the Act, and under any applicable state blue sky
authority. The Members understand that LCLX is relying in part on the Members’ representations as set forth herein for
purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the
Members’ representations, the Members have in mind merely acquiring the LCLX Shares for resale on the occurrence or
nonoccurrence of some predetermined event. The Members have no such intention.

          (e)       Members Not Affiliated with Company. The Members, either alone or with their professional advisers
(i) are unaffiliated with, have no equity interest in, and are not compensated by, LCLX or any affiliate or selling agent of
LCLX, directly or indirectly (other than as set forth in Schedule 2.1.6(e) ); (ii) have such knowledge and experience in
financial and business matters that they are capable of evaluating the merits and risks of an investment in the LCLX Shares;
and (iii) have the capacity to protect their own interests in connection with their proposed investment in the LCLX Shares.

          (f)        Further Limitations on Disposition . The Members further acknowledge that the LCLX Shares are
restricted securities under Rule 144 of the Act, and, therefore, any certificates reflecting the ownership interest in the LCLX
Shares will contain a restrictive legend substantially similar to the following:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
         HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
         SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
         THAT SUCH REGISTRATION IS NOT REQUIRED.

         Without in any way limiting the representations set forth above, the Members further agree not to make any
disposition of all or any portion of the LCLX Shares unless and until:

                  (i)       There is then in effect a registration statement under the Act covering such proposed disposition
                            and such disposition is made in accordance with such registration statement; or

                  (ii)      Such Member shall have obtained the consent of LCLX and notified LCLX of the proposed
                            disposition and shall have furnished LCLX with a detailed statement of the circumstances
                            surrounding the proposed disposition, and if reasonably requested by LCLX, the Member shall
                            have furnished LCLX with an opinion of counsel, reasonably satisfactory to LCLX, that such
                            disposition will not require registration under the Act or any applicable state securities laws.


                                                Page 6 of 25
          Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of
counsel shall be necessary for a transfer by such Member to a partner (or retired partner) of Member, or transfers by gift, will
or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the
terms hereof to the same extent as if they were Members hereunder as long as the consent of LCLX is obtained, which
consent shall not be unreasonably withheld.

         (g)        Accredited Investor Status (Please check one, attach additional pages if necessary) .     Each of:

                         Hartfield, and                                      Hoerling

                         ______ is                                           ______ is

                         ______ is not                                       ______ is not

         an “accredited investor” as such term is defined in Rule 501 under the Act because each Member either:

                  (i)       has a net worth of at least $1,000,000 (for purposes of this question, the Member may include
                            spouse’s net worth and may include the fair market value of home furnishings and automobiles,
                            but must exclude from the calculation the value of Member’s primary residence and the related
                            amount of any indebtedness on primary residence up to the fair market value of the primary
                            residence (any indebtedness that exceeds the fair market value of the primary residence must be
                            deducted from net worth calculation)), or

                  (ii)      had an individual income of more than $200,000 in each of the two most recent calendar years,
                            and reasonably expects to have an individual income in excess of $200,000 in the current calendar
                            year; or along with Member’s spouse had joint income in excess of $300,000 in each of the two
                            most recent calendar years, and reasonably expects to have a joint income in excess of $300,000
                            in the current calendar year.


                                                 Page 7 of 25
 For purposes of this Agreement, “individual income” means “adjusted gross income” as reported for Federal income tax
purposes, exclusive of any income attributable to a spouse or to property owned by a spouse and increased by the following
amounts: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue
Code of 1986, as amended, (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as
reported on Schedule E of form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and
(iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income
pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.

 For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for Federal income tax
purposes, including any income attributable to a spouse or to property owned by a spouse, and increased by the following
amounts: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code
of 1986, as amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported
on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any
amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the
provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of
1986.

 (h)       Purchaser Qualifications . Each Member is over 21 years of age.

 (i)        No Backup Withholding. The Social Security Number or taxpayer identification shown in this Agreement is
correct, and the Member is not subject to backup withholding because (i) the Member has not been notified that he or she is
subject to backup withholding as a result of a failure to report all interest and dividends or (ii) the Internal Revenue Service
has notified the Member that he or she is no longer subject to backup withholding.

2.1.7     Taxes .

         (a)            Except as set forth in Schedule 2.1.7(a) , all taxes, assessments, fees, penalties, interest and other
governmental charges with respect to Weedmaps and its Subsidiaries which have become due and payable on the date hereof
have been paid in full or adequately reserved against by Weedmaps, (including without limitation, income, property, sales,
use, franchise, capital stock, excise, added value, employees’ income withholding, social security and unemployment taxes);

         (b)          There are no agreements, waivers or other arrangements providing for an extension of time with
respect to the assessment of any tax or deficiency against Weedmaps or its Subsidiaries, nor are there any actions, suits,
proceedings, investigations or claims now pending against Weedmaps or its Subsidiaries in respect of any tax or assessment,
nor are there any matters under discussion with any federal, state, local or foreign authority relating to any taxes or
assessments, or any claims for additional taxes or assessments asserted by any such authority, and to the knowledge of
Weedmaps and the Members there is no basis for the assertion of any additional taxes or assessments against Weedmaps or
its Subsidiaries; and


                                                Page 8 of 25
                  (c)          Notwithstanding any other provision herein, Weedmaps and the Members make no representation with
         regard to any matter covered by the Tax Indemnity set forth in Section 6.2.1 hereof.

          2.1.8     Disputes and Litigation . Except as set forth in Schedule 2.1.8 , (a) there is no suit, action, litigation, proceeding,
investigation, claim, complaint, or accusation pending, threatened against or affecting Weedmaps, its Subsidiaries, or any of their
properties, assets or business or to which they are a party, in any court or before any arbitrator of any kind or before or by any
governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission,
board, bureau, agency or instrumentality), and to the knowledge of Weedmaps and the Members there is no basis for such suit, action,
litigation, proceeding, investigation, claim, complaint, or accusation; (b) to the knowledge of Weedmaps and the Members, there is no
pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect
Weedmaps, its Subsidiaries, or any of their properties, assets or businesses; and (c) there is no outstanding order, writ, injunction,
decree, judgment or award by any court, arbitrator or governmental body against or affecting Weedmaps, its Subsidiaries, or any of
their properties, assets or business. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or
informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of
indemnification or similar right on the part of any director or officer of Weedmaps or its Subsidiaries, or any such person’s heirs,
executors or administrators as against Weedmaps or its Subsidiaries.

          2.1.9      Compliance with Laws . Except as set forth in Schedule 2.1.9 , to the knowledge of Weedmaps and the Members,
Weedmaps and its Subsidiaries have at all times been, and presently are, in full compliance with, and have not received notice of any
claimed violation of, any applicable federal, state, local, foreign and other laws, rules and regulations. Weedmaps and its Subsidiaries
have filed all returns, reports and other documents and furnished all information known by Weedmaps and the Members to be required
or that has been requested by any federal, state, local or foreign governmental agency and all such returns, reports, documents and
information are, to the knowledge of Weedmaps and the Members, true and complete in all material respects. All permits, licenses,
orders, franchises and approvals of all federal, state, local or foreign governmental or regulatory bodies known by Weedmaps and the
Members to be required of Weedmaps and its Subsidiaries for the conduct of their business have been obtained, no violations are or
have been recorded in respect of any such permits, licenses, orders, franchises and approvals, and there is no litigation, proceeding,
investigation, arbitration, claim, complaint or accusation, formal or informal, pending or threatened, which may revoke, limit, or
question the validity, sufficiency or continuance of any such permit, license, order, franchise or approval. Such permits, licenses,
orders, franchises and approvals are valid and, to the knownledge of Weedmaps and the Members, sufficient for all activities presently
carried on by Weedmaps and its Subsidiaries.


                                                          Page 9 of 25
                 2.1.10    Guaranties . Weedmaps and its Subsidiaries have not guaranteed any dividend, obligation or indebtedness of any
        Person; nor has any Person guaranteed any dividend, obligation or indebtedness of Weedmaps or its Subsidiaries.

                 2.1.11     Books and Records . Weedmaps and its Subsidiaries keep their books, records and accounts (including, without
        limitation, those kept for financial reporting purposes and for tax purposes) in accordance with good business practice and in sufficient
        detail to reflect the transactions and dispositions of their assets, liabilities and equities. The minute books of Weedmaps and its
        Subsidiaries contain records of their members’ and directors’ meetings and of action taken by such members and directors. The
        meetings of directors and members referred to in such minute books were duly called and held, and the resolutions appearing in such
        minute books were duly adopted. The signatures appearing on all documents contained in such minute books are the true signatures of
        the persons purporting to have signed the same. Attached hereto as Exhibit D is a list of all contracts to which Weedmaps and its
        Subsidiaries are a party or obligated as of the Closing Date, and Weedmaps hereby represents and warrants that there are no other
        material contracts or agreements in existence as of the Closing Date. Also attached hereto as Exhibit E are Weedmaps’s unaudited
        financial statements for the year ended December 31, 2009 and the 9 months ended September 30, 2010.

                  2.1.12     Assets . Weedmaps and its Subsidiaries own certain non-cash assets, including certain websites, including, but not
        limited to, those listed on Schedule 2.1.12 .

                                                         ARTICLE 3
                                           REPRESENTATIONS AND WARRANTIES OF LCLL

         3.1       Representations and Warranties of LCLL . To induce Weedmaps and the Members to enter into this Agreement and to
consummate the transactions contemplated hereby, each of LCLX and LC Merger Sub represent and warrant, as of the date hereof and as of the
Closing, as follows:

               3.1.1       Authority of LCLX and LC Merger Sub . As of the Closing Date, LCLX and LC Merger Sub have the full right,
        power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This
        Agreement, and all of the Exhibits attached hereto constitutes the legal, valid and binding obligation of LCLX and LC Merger Sub.

                 3.1.2      Corporate Existence of LCLX and LC Merger Sub . LCLX, and LC Merger Sub, are each a corporation duly
        organized, validly existing, and in good standing under the laws of the State of Nevada. LCLX and LC Merger Sub have all requisite
        corporate power, franchises, licenses, permits and authority to own their properties and assets and to carry on their business as it has
        been and is being conducted. LCLX and LC Merger Sub are in good standing in each state, nation or other jurisdiction wherein the
        character of the business transacted by them makes such qualification necessary.


                                                                Page 10 of 25
          3.1.3      Capitalization of LCLX . The authorized equity securities of LCLX consists of 200,000,000 shares of common
stock, par value $0.001, of which 63,440,256 shares are issued and outstanding as of October 29, 2010, and no shares of preferred
stock. No other shares of capital stock of LCLX are issued and outstanding. All of the issued and outstanding shares have been duly
and validly issued in accordance and compliance with all applicable laws, rules and regulations and are fully paid and
nonassessable. Other than as set forth in Schedule 3.1.3 , there are no options, warrants, rights, calls, commitments, plans, contracts or
other agreements of any character granted or issued by LCLX which provide for the purchase, issuance or transfer of any shares of the
capital stock of LCLX nor are there any outstanding securities granted or issued by LCLX that are convertible into any shares of the
equity securities of LCLX, and none is authorized. LCLX is not obligated or committed to purchase, redeem or otherwise acquire any
of its equity. All presently exercisable voting rights in LCLX are vested exclusively in its outstanding shares of common stock, each
share of common stock is entitled to one vote on every matter to come before it’s shareholders, and other than as may be contemplated
by this Agreement, there are no voting trusts or other voting arrangements with respect to any of LCLX’s equity securities.

        3.1.4      Subsidiaries . LCLX has four wholly-owned subsidiaries, namely U.S. Cannabis, Inc., a Nevada corporation, LC
Merger Sub, LV Luxuries Limited, a Nevada corporation, and CannaPay Merchant Services, Inc., a California corporation. LC
Merger Sub was formed for the purpose of participating in the Merger as contemplated in this Agreement. LC Merger Sub has
engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

         3.1.5      Execution of Agreement . The execution, delivery and performance of this Agreement and the completion of the
transactions contemplated by this Agreement have been authorized by all necessary corporate action on the part of each of LCLX and
LC Merger Sub and no other corporate proceedings or approvals are required on the part of LCLX or LC Merger Sub to authorize this
Agreement or to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not: (a) violate, conflict with, modify or cause any default
under or acceleration of (or give any Party any right to declare any default or acceleration upon notice or passage of time or both), in
whole or in part, any charter, article of incorporation, bylaw, mortgage, lien, deed of trust, indenture, lease, agreement, instrument,
order, injunction, decree, judgment, law or any other restriction of any kind to which LCLL is a party or by which it or any of his
properties are bound; (b) result in the creation of any security interest, lien, encumbrance, adverse claim, proscription or restriction on
any property or asset (whether real, personal, mixed, tangible or intangible), right, contract, agreement or business of LCLL; (c)
violate any law, rule or regulation of any federal or state regulatory agency; or (d) permit any federal or state regulatory agency to
impose any restrictions or limitations of any nature on LCLL or any of its actions.


                                                         Page 11 of 25
         3.1.6      Consideration . At the Closing, other than the obligations arising under the 2011 Promissory Notes and the 2012
Promissory Notes, and the indemnification obligations as set forth in Section 6.2.1 hereof, each of LCLX and LC Merger Sub will
have sufficient cash or cash equivalents to enable it to perform its obligations under this Agreement.

         3.1.7      Financial Information . LCLX has delivered to Weedmaps and the Members its unaudited consolidated balance
sheet as of September 30, 2010, and the related unaudited consolidated statements of operations and cash flows for the nine month
period then ended (collectively, the “ LCLX Financials ”). The LCLX Financials, and the notes thereto are correct and complete in
all material respects and were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and
consistent with each other. The LCLX Financials present fairly the financial condition and operating results and cash flows of LCLX
and all of its Subsidiaries as of the dates and during the periods indicated therein, subject, in the case of the unaudited statements, to
normal year-end adjustments, which will not be material in amount or significance.

          3.1.8     Disputes and Litigation . Except as set forth in Schedule 3.1.8 , (a) there is no suit, action, litigation, proceeding,
investigation, claim, complaint, or accusation pending, threatened against or affecting LCLX, its Subsidiaries, or any of their
properties, assets or business or to which they are a party, in any court or before any arbitrator of any kind or before or by any
governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission,
board, bureau, agency or instrumentality), and to the knowledge of LCLX and LC Merger Sub there is no basis for such suit, action,
litigation, proceeding, investigation, claim, complaint, or accusation; (b) to the knowledge of LCLX and LC Merger Sub, there is no
pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect
LCLX, its Subsidiaries, or any of their properties, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree,
judgment or award by any court, arbitrator or governmental body against or affecting LCLX, its Subsidiaries, or any of their
properties, assets or business. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or
arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of
indemnification or similar right on the part of any director or officer of LCLX or its Subsidiaries, or any such person’s heirs, executors
or administrators as against LCLX or its Subsidiaries.


                                                         Page 12 of 25
                   3.1.9      Compliance with Laws . Except as set forth in Schedule 3.1.9 , to the knowledge of LCLX and LC Merger Sub,
        LCLX and all of its Subsidiaries have at all times been, and presently are, in full compliance with, and have not received notice of any
        claimed violation of, any applicable federal, state, local, foreign and other laws, rules and regulations. LCLX and its Subsidiaries have
        filed all returns, reports and other documents and furnished all information known by LCLX and LC Merger Sub to be required or that
        has been requested by any federal, state, local or foreign governmental agency and all such returns, reports, documents and
        information are, to the knowledge of LCLX and LC Merger Sub, true and complete in all material respects. All permits, licenses,
        orders, franchises and approvals of all federal, state, local or foreign governmental or regulatory bodies known by LCLX and LC
        Merger Sub to be required of LCLX and its Subsidiaries for the conduct of their business have been obtained, no violations are or have
        been recorded in respect of any such permits, licenses, orders, franchises and approvals, and there is no litigation, proceeding,
        investigation, arbitration, claim, complaint or accusation, formal or informal, pending or threatened, which may revoke, limit, or
        question the validity, sufficiency or continuance of any such permit, license, order, franchise or approval. Such permits, licenses,
        orders, franchises and approvals are valid and, to the knowledge of LCLX and LC Merger Sub, sufficient for all activities presently
        carried on by LCLX and its Subsidiaries.

                 3.1.10     Merger Related . LCLX has no plan or intention to reacquire the LCLX Shares issued to the Members. Following
        the Closing of the transaction contemplated hereby, (i) LCLX will continue the historic business of Weedmaps or use a significant
        portion of Weedmaps historic business assets in a business; (ii) LCLX has no plan or intention to cause Weedmaps to sell or otherwise
        dispose of any of the assets of Weedmaps except for dispositions made in the ordinary course of business; (iii) LCLX has no plan or
        intention to cause Weedmaps to issue additional shares of its stock that would result in LCLX losing control of Weedmaps within the
        meaning of Section 368(c)(1) of the Code; and (iv) LCLX has no plan or intention to liquidate Weedmaps, to merge Weedmaps with
        or into another corporation, or to sell or otherwise dispose of the Weedmaps Membership Interests except for transfers to corporations
        controlled by LCLX. LCLX and LC Merger Sub will pay their respective expenses, if any, incurred in connection with the
        transaction. LCLX and LC Merger Sub are not “investment companies” as defined in Section 368(a)(2)(F)(iii) and (iv) of the
        Code. LCLX does not own, nor has it owned during the past five years, any membership interests of Weedmaps.

                                                           ARTICLE 4
                                              CLOSING AND DELIVERY OF DOCUMENTS

       4.1      Closing . The Closing (the “Closing ”) shall take place at the offices of LCLX, 2183 Fairview Road, Suite 101, Costa
Mesa, CA 92627, on November 19, 2010, or at such other place, date and time as the Parties may agree in writing (the “ Closing Date ”).

        4.2       Deliveries by LCLL . At the Closing, LCLL shall deliver the following:

4.2.1    LCLL shall deliver to the Members:

                          (a)       confirmation that LCLX has ordered the LCLX Shares from its transfer agent, which will be delivered
                 within three (3) business days, issued as set forth on Exhibit A;

                        (b)     written confirmation of the approval of the herein described transactions by the Board of Directors of each
                 of LCLX and LC Merger Sub;


                                                                Page 13 of 25
                        (c)       executed employment agreements between LCLX and each of Hartfield and Hoerling;

                        (d)       executed copies of the 2012 Promissory Notes and the 2013 Promissory Notes;

                        (e)       executed Lock-Up Agreement; and

                        (f)      executed Security Agreement.

4.3       Delivery by Weedmaps : At the Closing, Weedmaps shall deliver the following:

                4.3.1    Weedmaps shall deliver to LCLL:

                        (a)       written confirmation of the approval of the herein described transactions by Weedmaps’ Managers;

                        (b)       written confirmation of the approval of the herein described transactions by the Members; and

                        (c)       executed Security Agreement.

        4.4      Delivery by the Members : At the Closing, the Members shall deliver the following:

                4.4.1    The Members shall deliver to LCLL:

                          (a)       the Weedmaps Membership Interests subject to no liens, security interests, pledges, encumbrances,
                charges, restrictions, demands or claims in any other party whatsoever, executed or accompanied by a stock power for valid
                transfer of the Weedmaps Membership Interests to LCLL;

                        (b)       executed employment agreements between LCLX and each of Hartfield and Hoerling;

                         (c)     executed Lock-Up Agreement; and

                         (d)     executed Security Agreement.

                                                      ARTICLE 5
                                   CONDITIONS, TERMINATION, AMENDMENT AND WAIVER

         5.1       Conditions Precedent . This Agreement, and the transactions contemplated hereby, shall be subject to the following
conditions precedent:


                                                              Page 14 of 25
          5.1.1     The obligation of LCLL to pay the Purchase Price shall be subject to the fulfillment (or waiver by LCLL), at or
prior to the Closing or the applicable delivery date thereof, of the following conditions, which Weedmaps and the Members agree to
use their best efforts to cause to be fulfilled:

         (a)        Representations, Performance . If the Closing Date is not the date hereof, the representations and warranties
        contained in Section 2.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of
        the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions
        contemplated hereby; Weedmaps and the Members shall have duly performed and complied with all agreements and
        conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

                 (b)        Consents . Any required consent to the transactions contemplated by this Agreement shall have been
        obtained or waived.

                  (c)        Litigation . No suit, action, arbitration or other proceeding or investigation shall be threatened or pending
        before any court or governmental agency in which it is sought to restrain or prohibit or to obtain material damages or other
        material relief in connection with this Agreement or the consummation of the transactions contemplated hereby or which is
        likely to affect materially the value of Weedmaps.

         (d)         Proceedings and Documentation . All corporate and other proceedings of Weedmaps in connection with the
        transactions contemplated by this Agreement, and all documents and instruments incident to such corporate proceedings,
        shall be satisfactory in form and substance to LCLL and LCLL’s counsel, and LCLL and LCLL’s counsel shall have received
        all such receipts, documents and instruments, or copies thereof, certified if requested, to which LCLL is entitled and as may
        be reasonably requested.

         (e)        Property Loss . No portion of Weedmaps’ assets shall have been destroyed or damaged or taken by
        condemnation under circumstances where the loss thereof will not be substantially reimbursed to LCLL through the proceeds
        of applicable insurance or condemnation award.

         (f)       Consents and Approvals . All material licenses, permits, consents, approvals, authorizations, qualifications and
        orders of governmental or regulatory bodies which are (1) necessary to enable LCLL to fully operate the business of
        Weedmaps as contemplated from and after the Closing shall have been obtained and be in full force and effect, or (2)
        necessary for the consummation of the transactions contemplated hereby, shall have been obtained. Any notices to or
        consents of any party to any agreement or commitment constituting part of the transactions contemplated hereby, or
        otherwise required to consummate any such transactions, shall have been delivered or obtained.


                                                        Page 15 of 25
                   5.1.2     The obligation of Weedmaps and the Members to deliver the Weedmaps Membership Interests and to satisfy their
         other obligations hereunder shall be subject to the fulfillment (or waiver by Weedmaps and the Members), at or prior to the Closing, of
         the following conditions, which LCLL agrees to use his best efforts to cause to be fulfilled:

                   (a)       Representations, Performance . If the Closing Date is not the date hereof, the representations and warranties
                  contained in Section 3.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of
                  the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions
                  contemplated hereby; LCLL shall have duly performed and complied with all agreements and conditions required by this
                  Agreement to be performed or complied with by it prior to or on the Closing Date.

                            (b)        Litigation . No suit, action, arbitration or other proceeding or investigation shall be threatened or pending
                  before any court or governmental agency in which it is sought to restrain or prohibit or to obtain material damages or other
                  material relief in connection with this Agreement or the consummation of the transactions contemplated hereby or which is
                  likely to affect materially the value of LCLL.

                           (c)        Proceedings and Documentation . All proceedings of LCLL in connection with the transactions
                  contemplated by this Agreement, and all documents and instruments incident to such proceedings, shall be satisfactory in
                  form and substance to Weedmaps and the Members, and their respective counsel, and their respective counsel shall have
                  received all such receipts, documents and instruments, or copies thereof, certified if requested, to which Weedmaps and the
                  Members are entitled and as may be reasonably requested.

                           (d)        Property Loss . No portion of LCLL’s assets shall have been destroyed or damaged or taken by
                  condemnation under circumstances where the loss thereof will not be substantially reimbursed to LCLL through the proceeds
                  of applicable insurance or condemnation award.

          5.2       Termination . Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated
and the transactions contemplated hereby may be abandoned prior to the Closing Date only by the mutual consent of all of the Parties.

         5.3        Waiver and Amendment . Any term, provision, covenant, representation, warranty or condition of this Agreement may be
waived, but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any time or
times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as
a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any
term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term,
provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in
writing and signed by all Parties hereto.


                                                                  Page 16 of 25
                                                           ARTICLE 6
                                                   COVENANTS, INDEMNIFICATION

        6.1       To induce LCLL to enter into this Agreement and to consummate the transactions contemplated hereby, and without limiting
any covenant, agreement, representation or warranty made, Weedmaps and the Members covenant and agree as follows:

                  6.1.1        Notices and Approvals . Weedmaps and the Members agree: (a) to give all notices to third parties which may be
        necessary or reasonably deemed desirable by LCLL in connection with this Agreement and the consummation of the transactions
        contemplated hereby; (b) to use their best efforts to obtain all federal and state governmental regulatory agency approvals, consents,
        permit, authorizations, and orders necessary or reasonably deemed desirable by LCLL in connection with this Agreement and the
        consummation of the transactions contemplated hereby; and (c) to use their best efforts to obtain all consents and authorizations of any
        other third parties necessary or reasonably deemed desirable by LCLL in connection with this Agreement and the consummation of
        the transactions contemplated hereby.

                 6.1.2        Information for LCLL’s Statements and Applications . At no cost to Weedmaps or the Members, Weedmaps
        and the Members and their employees, accountants and attorneys shall cooperate fully with LCLL in the preparation of any statements
        or applications made by LCLL to any federal or state governmental regulatory agency in connection with this Agreement and the
        transactions contemplated hereby and to furnish LCLL with all information concerning Weedmaps and the Members necessary or
        reasonably deemed desirable by LCLL for inclusion in such statements and applications, including, without limitation, all requisite
        financial statements and schedules.

                 6.1.3        Access to Information . LCLL, together with its appropriate attorneys, agents and representatives, shall be
        permitted to make the full and complete investigation of Weedmaps and the Members and have full access to all of the books and
        records of Weedmaps during reasonable business hours. Notwithstanding the foregoing, such parties shall treat all such information
        as confidential and shall not disclose such information without the prior consent of the other.


                                                                Page 17 of 25
6.2     Indemnification .

                 6.2.1        Indemnity of Weedmaps and the Members . LCLX and LC Merger Sub each agree to indemnify, defend and
      hold Weedmaps and the Members harmless from and against any and all Losses (as hereinafter defined) arising out of or resulting
      from the breach by LCLX or LC Merger Sub of any representation, warranty, covenant or agreement contained in this Agreement or
      the schedules and exhibits hereto. For purposes of Section 6.2, the term “ Losses ” shall mean all damages, costs and expenses
      (including reasonable attorneys’ fees) of every kind, nature or description, it being the intent of the Parties that the amount of any such
      Loss shall be the amount necessary to restore the indemnified party to the position it would have been in (economically or otherwise),
      including any costs or expenses incident to such restoration, had the breach, event, occurrence or condition occasioning such Loss
      never occurred. In addition, LCLX and LC Merger Sub each hereby agree to indemnify Weedmaps and the Members for up to fifty
      percent (50%) of any Losses (including taxes, penalties and interest) paid by such Members (i) arising out of the Internal Revenue
      Service (“ IRS ”) re-characterization of the transactions contemplated by this Agreement so that the issuance of the LCLX Shares to
      the Members is not a tax free reorganization; (ii) for payroll, employees’ income withholding, social security, and unemployment tax
      liabilities, incurred in any tax period beginning prior to the Closing, in excess of such liabilities as anticipated by the tax return filed
      by or on behalf of Weedmaps or such Member, as appropriate, for such period; (iii) arising out of IRS challenge of the treatment of the
      Purchase Price by any of the Members as capital gain; and (iv) for any taxes incurred by Weedmaps or the Members as a result of the
      receipt of indemnification payments under this Agreement (collectively, the “ Tax Indemnity ”). Amounts payable by LCLX and LC
      Merger Sub under this Section shall be paid to Weedmaps or the Members, as appropriate, within ninety (90) days following request
      therefor from Weedmaps or the Members, provided that amounts payable by LCLX and LC Merger Sub in connection with the Tax
      Indemnity shall be paid to Weedmaps or the Members, as appropriate, no later than six (6) months following request therefor from
      Weedmaps or the Members. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by
      Weedmaps or the Members under this section unless and until the aggregate amount of all Losses of Weedmaps and the Members in
      respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below
      such threshold.

               6.2.2        Indemnity of LCLL . Weedmaps and the Members, and each of them, hereby agree to indemnify, defend and
      hold LCLL harmless from and against any and all Losses arising out of or resulting from the breach by Weedmaps or the Members of
      any representation, warranty, agreement or covenant contained in this Agreement or the exhibits and schedules hereto, including,
      without limitation, the failure to disclose any material contracts or agreements pursuant to Section 2.1.11. Amounts payable
      by Weedmaps and the Members, as appropriate, under this Section shall be paid to LCLL, within ninety (90) days following request
      therefor from LCLL. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by LCLL
      under this Section unless and until the aggregate amount of all Losses of LCLL in respect thereof shall exceed $15,000, but then such
      indemnified parties shall be entitled to all indemnifiable Losses above and below such threshold.


                                                                Page 18 of 25
6.2.3     Indemnification Procedure .

 (a)        An indemnified party shall notify the indemnifying party of any claim of such indemnified party for
indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer
or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the
nature of such claim in reasonable detail and the indemnifying party shall be given reasonable access to any documents or
properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The
failure to so notify the indemnifying party within such thirty-day period shall not constitute a waiver of such claim but an
indemnified party shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a
result of the failure of such person to give such notice.

           In the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third
party (including a claim arising from an assertion or potential assertion of a claim for Taxes), the indemnifying party shall be
given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver
of such claim but an indemnified party shall not be entitled to receive any indemnification with respect to any Loss that
occurred as a result of the failure of such person to give such notice. The indemnifying party shall have the right (without
prejudice to the right of any indemnified party to participate at its expense through counsel of its own choosing) to defend or
prosecute such claim at its expense and through counsel of its own choosing if it gives written notice to the indemnified party
of its intention to do so not later than twenty days following notice of the claim to the indemnifying party or such shorter time
period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to
have received such notice from the indemnifying party; provided , however, that if the defendants in any action shall include
both an indemnifying party and an indemnified party and the indemnified party shall have reasonably concluded that counsel
selected by the indemnifying party has a conflict of interest because of the availability of different or additional defenses to
the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of
such action on its behalf, at the expense of the indemnifying party. If the indemnifying party does not so choose to defend or
prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification
hereunder, then the indemnified party shall be entitled to recover from the indemnifying party, on a monthly basis, all of its
attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such
claim. Notwithstanding the assumption of the defense of any claim by an indemnifying party pursuant to this paragraph, the
indemnified party shall have the right to approve the terms of any settlement of a claim (which approval shall not be
unreasonably withheld).


                                                Page 19 of 25
          (b)        The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any
         other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing,
         one to the other, so as not to unreasonably expose the other to an undue risk of loss. The indemnified party shall be entitled
         to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such cooperation. Except for fees
         and expenses for which indemnification is provided pursuant to Section 6.2, and as provided in the preceding sentence, each
         party shall bear its own fees and expenses incurred pursuant to this paragraph (b).

6.3      Taxes .

         6.3.1      For tax purposes, the Merger is intended to be treated as a tax-free reorganization under Section 368(a)(1)(A) of
the Internal Revenue Code of 1986, as amended, and the Parties agree to make all tax filings consistent with that intention.

          6.3.2        In the case of any taxable period that includes (but does not end on) the Closing Date (a “ Straddle Period ”), the
amount of any taxes based on or measured by income or receipts of Weedmaps to which a Straddle Period applies for a pre-Closing
tax period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount
of other taxes of Weedmaps for a Straddle Period that relates to a pre-Closing tax period shall be deemed to be (x) the amount of such
tax for the entire taxable period, multiplied by (y) a fraction the numerator of which is the number of days in the taxable period ending
on the Closing Date and the denominator of which is the number of days in such Straddle Period.

           6.3.3       LCLL shall prepare or cause to be prepared and file or cause to be filed all tax returns for Weedmaps that are
filed after the Closing Date. No Party may amend a tax return filed in accordance with this Agreement by any Party with respect to
Weedmaps for a taxable period beginning prior to the Closing Date without the consent of the other Party, not to be unreasonably
withheld. Further, without the consent of the Members, LCLL shall not amend any tax return filed prior to the Closing Date if such
amendment is reasonably expected to either (i) give rise to a breach of Section 2.1.7 or (ii) give rise to a claim for indemnification
under Section 6.2.2. LCLL shall permit the Members to review and comment on each tax return relating to a pre-Closing tax period or
Straddle Period prior to filing and shall not file any such tax return prior to the expiration of the twenty (20) business day period
described in the following sentence. If within twenty (20) business days of their receipt of any tax return relating to a pre-Closing tax
period or Straddle Period, the Members notify LCLL in writing of any objection regarding such tax return, LCLL and the Members
shall cooperate in good faith to resolve such dispute as promptly as possible. If LCLL and the Members are unable to resolve the
dispute within twenty (20) business days after receipt of such objection, LCLL and the Members shall submit for resolution such
disputed items to Peter DeGregori, Vertical Advisors, LLP (the “ Determining CPA ”). The Determining CPA shall within thirty
(30) business days following its receipt of the disputed items deliver to LCLL and the Members a written report setting forth its
determination as to such disputed items (and only such disputed items). The Determining CPA’s determinations shall be conclusive
and binding upon the parties thereto for the purposes hereof. The fees and disbursements of the Determining CPA attributable to
matters resolved by the Determining CPA pursuant to this Section 6.3.3 shall be apportioned equally (50/50) between the Members,
on the one hand, and LCLL, on the other hand. The filing Party under this section shall control any audits, disputes, administrative,
judicial or other proceedings related to taxes with respect to which either Party may incur liability hereunder; provided, however that
in the event an adverse determination may result in Weedmaps or the Members having responsibility to a taxing authority for taxes,
each Party shall be entitled to fully participate in that portion of the proceedings relating to the taxes with respect to which it may incur
liability hereunder. For purposes of this section, the term “participation” shall include (i) participation in conferences, meetings or
proceedings with any tax authority, the subject matter of which includes an item for which such Party may have liability hereunder,
(ii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which a Party may have
liability hereunder, and (iii) with respect to the matters described in the preceding clauses (i) and (ii), participation in the submission
and determination of the content of the documentation, protests, memorandum of fact and law, briefs, and the conduct of oral
arguments and presentations.


                                                          Page 20 of 25
          6.4       Filing of S-1 by LCLX . LCLX shall use its best efforts to file a registration statement on Form S-1 (the “ S-1 ”) with the
Securities and Exchange Commission (the “ SEC ”) and obtain effectiveness thereof as soon as possible following the Closing. As may be
requested in writing by the Members, LCLX shall include as part of the shares to be registered pursuant to the S-1 such number of shares of the
Stock Consideration as shall be indicated in writing by the Members. To the best knowledge LCLX, the S-1 shall not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement made therein, in light
of the circumstances in which they were made, not misleading.

                                                                  ARTICLE 7
                                                               MISCELLANEOUS

         7.1        Expenses . Except as otherwise specifically provided for herein, whether or not the transactions contemplated hereby are
consummated, each of the Parties hereto shall bear the cost of all fees and expenses relating to or arising from its compliance with the various
provisions of this Agreement and such Party’s covenants to be performed hereunder, and except as otherwise specifically provided for herein,
each of the Parties hereto agrees to pay all of its own expenses (including, without limitation, attorneys and accountants’ fees and printing
expenses) incurred in connection with this Agreement, the transactions contemplated hereby, the negotiations leading to the same and the
preparations made for carrying the same into effect, and all such fees and expenses of the Parties hereto shall be paid prior to Closing.

         7.2        Notices . Any notice, request, instruction or other document required by the terms of this Agreement, or deemed by any of
the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be delivered by facsimile or overnight
courier to the following addresses:


                                                                   Page 21 of 25
              To LCLL:                                            LC Luxuries Limited
                                                                  2183 Fairview Road, Suite 101
                                                                  Costa Mesa, CA 92627
                                                                  Facsimile: (949) 515-1625

                         with a copy to:                          The Lebrecht Group, APLC
                                                                  9900 Research Dr.
                                                                  Irvine, CA 92618
                                                                  Attn: Brian A. Lebrecht, Esq.
                                                                  Facsimile (949) 635-1244

              To Weedmaps:                                        Weedmaps, LLC
                                                                  2183 Fairview Rd, Ste 101
                                                                  Costa Mesa, CA 92627
                                                                  Attn: Justin Hartfield

                         with a copy to:                          Royse Law Firm, P.C.
                                                                  2600 El Camino Real, Suite 110
                                                                  Palo Alto, CA 94306
                                                                  Attn: Roger Royse
                                                                  Facsimile: (650) 813-9777

              To the Members:                                     Justin Hartfield


                                                                  Attn:
                                                                  Facsimile:

                         And to:                                  Keith Hoerling


                                                                  Attn:
                                                                  Facsimile:

         The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. Notice shall be
conclusively deemed given at the time of delivery if made during normal business hours, otherwise notice shall be deemed given on the next
business day.

        7.3        Entire Agreement . This Agreement, together with the schedules and exhibits hereto, sets forth the entire agreement and
understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty,
covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not
embodied in this Agreement, or exhibits hereto or the written statements, certificates, or other documents delivered pursuant hereto or in
connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise,
inducement, statement, representation, warranty, covenant or condition not so set forth.


                                                                Page 22 of 25
          7.4        Survival of Representations . All statements of fact (including financial statements) contained in the schedules, the exhibits,
the certificates or any other instrument delivered by or on behalf of the Parties hereto, or in connection with the transactions contemplated
hereby, shall be deemed representations and warranties by the respective Party hereunder. All representations, warranties, agreements, and
covenants hereunder shall survive the Closing and remain effective regardless of any investigation or audit at any time made by or on behalf of
the Parties or of any information a Party may have in respect thereto. Consummation of the transactions contemplated hereby shall not be
deemed or construed to be a waiver of any right or remedy possessed by any Party hereto, notwithstanding that such Party knew or should have
known at the time of Closing that such right or remedy existed.

         7.5        Incorporated by Reference . All documents (including, without limitation, all financial statements) delivered as part hereof
or incident hereto are incorporated as a part of this Agreement by reference.

         7.6        Remedies Cumulative . No remedy herein conferred upon any Party is intended to be exclusive of any other remedy and
each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

         7.7       Execution of Additional Documents . Each Party hereto shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement
and to consummate the transactions contemplated hereby.

         7.8        Finders’ and Related Fees . Each of the Parties hereto is responsible for, and shall indemnify the other against, any claim by
any third party to a fee, commission, bonus or other remuneration arising by reason of any services alleged to have been rendered to or at the
instance of said Party to this Agreement with respect to this Agreement or to any of the transactions contemplated hereby. The Parties
acknowledge and agree that Douglas Francis has entered into a consulting agreement with LCLX that entitles him to compensation payable by
LCLX following a successful closing of the transactions contemplated by this Agreement.

        7.9        Governing Law . This Agreement has been negotiated and executed in the State of California and shall be construed and
enforced in accordance with the laws of such state.

         7.10       Forum . Each of the Parties hereto agrees that any action or suit which may be brought by any Party hereto against any
other Party hereto in connection with this Agreement or the transactions contemplated hereby may be brought only in a federal or state court in
Orange County, California.


                                                                  Page 23 of 25
         7.11        Attorneys’ Fees . Except as otherwise provided herein, if a dispute should arise between the Parties including, but not
limited to arbitration, the prevailing Party shall be reimbursed by the nonprevailing Party for all reasonable expenses incurred in resolving such
dispute, including reasonable attorneys’ fees exclusive of such amount of attorneys’ fees as shall be a premium for result or for risk of loss
under a contingency fee arrangement.

          7.12       Binding Effect and Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties hereto and
their respective heirs, executors, administrators, legal representatives and assigns.

         7.13      Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or
account for more than one such counterpart.

[remainder of page intentionally left blank; signature page to follow]


                                                                  Page 24 of 25
         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written hereinabove.

“LCLL”                                                                 “Weedmaps”

LC Luxuries Limited,                                                   Weedmaps, LLC,
a Nevada corporation                                                   a Nevada limited liability company

/s/ James Pakulis
By:    James Pakulis                                                   /s/ Justin Hartfield
Its:   Chief Executive Officer                                         By:     Justin Hartfield
                                                                       Its:    Manager

                                                                       /s/ Keith Hoerline
“LC Merger Sub”                                                        By:    Keith Hoerling
                                                                       Its:   Manager
LC Merger Corp.,
a Nevada corporation

                                                                       “Members”
/s/ James Pakulis
By:    James Pakulis
Its:   President                                                       /s/ Justin Hartfield
                                                                       By:     Justin Hartfield, an individual

                                                                       /s/ Keith Hoerling
                                                                       By:    Keith Hoerling, an individual

Schedules                                                           Exhibits

2.1.6(e) – Members Affiliation with LCLL                            Exhibit A – Capitalization of Weedmaps
2.1.7(a) – Taxes                                                    Exhibit B-1 – Form of 2012 Promissory Notes
2.1.8 – Litigation                                                  Exhibit B-2 – Form of 2013 Promissory Notes
2.1.9 – Compliance with Laws                                        Exhibit C – Form of Security Agreement
2.1.12 – Assets                                                     Exhibit D - Material Contracts of Weedmaps
3.1.3 – Capitalization of LCLL                                      Exhibit E – Financials
                                                                    Exhibit F – Earn-Out Provisions

                                                             Page 25 of 25
                              Exhibit A

                     Capitalization of Weedmaps

                    Ownership                                   Amount of            Amount of
                   Percentage in          No. of LCLL            First Cash        Second Cash
Name                Weedmaps                Shares            Consideration       Consideration

Justin Hartfield               50.0 %         8,200,000   $         900,000   $         900,000
Keith Hoerling                 50.0 %         8,200,000   $         900,000   $         900,000
                                             16,400,000   $       1,800,000   $       1,800,000


                                   A
         Exhibit B-1

Form of 2012 Promissory Notes


             B
         Exhibit B-2

Form of 2013 Promissory Notes


             B
        Exhibit C

Form of Security Agreement


            C
          Exhibit D

Material Contracts of Weedmaps


              D
     Exhibit E

Weedmaps Financials


        E
                                                                  Exhibit F

                                                            Earn-Out Provisions

 1.       Each of the Members will be issued Three Million (3,000,000) shares of common stock of LCLX on January 31, 2012 (the “ 2012
Issuance Date ”), if the gross revenues of LC Merger Sub for the fiscal year ended December 31, 2011 (the “ 2011 Gross Revenues ”) are at
least twenty percent (20%) higher than they were for the fiscal year ended December 31, 2010 (the “ 2010 Gross Revenues ”). If the 2011
Gross Revenues are at least ten percent (10%), but less than twenty percent (20%), higher than the 2010 Gross Revenues, then the number of
shares to be issued hereunder shall be reduced to One Million Two Hundred Fifty Thousand (1,250,000) shares each. If the 2011 Gross
Revenues are less than ten percent (10%) higher than the 2010 Gross Revenues, then no shares shall be issued hereunder.

 Notwithstanding the foregoing, each Member shall not be issued more shares than the number equal to Twenty Percent (20%) of the number
of LCLX shares publicly traded during the sixty (60) trading days prior to the 2012 Issuance Date; any shares that were not issued to a Member
as a result of this paragraph shall be held by LCLX and released to the Member in accordance with Subsection 4, below.

 2.       Each of the Members will be issued Three Million (3,000,000) shares of common stock of LCLX on January 31, 2013 (the “ 2013
Issuance Date ”), if the gross revenues of LC Merger Sub for the fiscal year ended December 31, 2012 (the “ 2012 Gross Revenues ”) are at
least twenty percent (20%) higher than 2011 Gross Revenues. If the 2012 Gross Revenues are at least ten percent (10%), but less than twenty
percent (20%), higher than the 2011 Gross Revenues, then the number of shares to be issued hereunder shall be reduced to One Million Two
Hundred Fifty Thousand (1,250,000) shares each. If the 2012 Gross Revenues are less than ten percent (10%) higher than the 2011 Gross
Revenues, then no shares shall be issued hereunder.

 Notwithstanding the foregoing, each Member shall not be issued more shares than the number equal to Twenty Percent (20%) of the number
of LCLX shares publicly traded during the sixty (60) trading days prior to the 2013 Issuance Date; any shares that were not issued to a Member
as a result of this paragraph shall be held by LCLX and released to the Member in accordance with Subsection 4, below.

 3.       Each of the Members will be issued Two Million (2,000,000) shares of common stock of LCLX on January 31, 2014 (the “ 2014
Issuance Date ”), if the gross revenues of LC Merger Sub for the fiscal year ended December 31, 2013 (the “ 2013 Gross Revenues ”) are at
least twenty percent (20%) higher than 2012 Gross Revenues. If the 2013 Gross Revenues are at least ten percent (10%), but less than twenty
percent (20%), higher than the 2012 Gross Revenues, then the number of shares to be issued hereunder shall be reduced to One Million Two
Hundred Fifty Thousand (1,250,000) shares each. If the 2013 Gross Revenues are less than ten percent (10%) higher than the 2012 Gross
Revenues, then no shares shall be issued hereunder.


                                                                      F
 Notwithstanding the foregoing, each Member shall not be issued more shares than the number equal to Twenty Percent (20%) of the number
of LCLX shares publicly traded during the sixty (60) trading days prior to the 2014 Issuance Date; any shares that were not issued to a Member
as a result of this paragraph shall be held by LCLX and released to the Member in accordance with Subsection 4, below.

 4.      Any shares held by LCLX as a result of the trading volume limitations set forth above shall be released to the applicable Member on
January 31, 2015.


                                                                      F
                                                                  Schedules

3.1.3 – Capitalization of LCLX

On October 28 and 29, 2010, the Directors and majority shareholders, respectively, of LCLL approved both an Amendment to its Certificate of
Incorporation, and Restated Articles of Incorporation that, among other things, (i) change the name of LCLX to General Cannabis, Inc., and (ii)
authorize a class of blank-check preferred stock in the amount of 20,000,000 shares. Both the Amendment and the Restated Articles are
scheduled to be effective November 19, 2010.

3.1.8 – Disputes and Litigation

None.

3.1.9 – Compliance with Laws

None.
                                                                                                                                EXHIBIT 2.2

                                               FIRST AMENDMENT TO
                                 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

          This FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this “ Amendment ”) is
entered into effective as of November 19, 2010, by and among Justin Hartfield, an individual (“ Hartfield ”), and Keith Hoerling, an individual
(“ Hoerling ” and, together with Hartfield, each a “ WeedMaps Member ” and collectively the “ WeedMaps Members ”), on the one hand,
and General Cannabis, Inc., Nevada corporation (formerly known as LC Luxuries Limited, a Nevada corporation) (“ General Cannabis ”),
and WeedMaps Media, Inc., a Nevada corporation (formerly known as LC Merger Corp., a Nevada corporation) (“ WeedMaps Media ”) and a
wholly owned subsidiary of General Cannabis, on the other hand. Each of the WeedMaps Members, General Cannabis, and WeedMaps Media
shall be referred to herein as a “ Party ” and collectively as the “ Parties .”

                                                                 RECITALS

 WHEREAS, the Parties, along with WeedMaps, LLC (which has since been merged into WeedMaps Media), are parties to that certain
Agreement and Plan or Reorganization and Merger dated November 19, 2010 (the “ Original Agreement ”);

 WHEREAS, as a result of clarifying discussions between the Parties, the Parties desire and believe it is in their best interests to amend and
restate Section 1.2.1 of the Original Agreement as set forth herein, effective as of the date of the Original Agreement, November 19, 2010.

 NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:

                                                               AGREEMENT

 1.        The introduction paragraph of Section 1.2, and the entirety of Section 1.2.1, of the Original Agreement is hereby amended and
restated in its entirety as follows:

          “1.2      Purchase Price . In exchange for the Weedmaps Membership Interests, LCLX shall pay (i) Three Million Six Hundred
Thousand Dollars ($3,600,000) in the form of promissory notes as set forth below, and (ii) Sixteen Million Four Hundred Thousand
(16,400,000) shares of LCLX common stock, as set forth below (the “ Purchase Price ”), pro-rata to each of the Members in proportion to
their shares of the Weedmaps Membership Interests, in the form and payable as follows:

         1.2.1       Sixteen Million Four Hundred Thousand (16,400,000) shares of common stock of LCLX (the “ LCLX Shares ” or the “
        Stock Consideration ”), to be issued in equal parts to the Members at the Closing so each Member will receive 8,200,000 shares. At
        the Closing, LCLX and each of the Members will enter into a Lock-Up Agreement (the “ Lock-Up Agreement ”) whereby each
        Member will be entitled to sell twenty five percent (25%) of their portion of the Stock Consideration beginning on June 30, 2011, and
        the remainder on November 30, 2011;”


                                                                      1
 2.      Other than as set forth herein, the terms and conditions of the Original Agreement shall remain in full force and effect.

 IN WITNESS WHEREOF, the Parties have duly executed this Amendment on February 11, 2011.

“General Cannabis”                                                              “Weedmaps Media”

General Cannabis, Inc.,                                                         Weedmaps Media, Inc.,
a Nevada corporation                                                            a Nevada corporation

/s/ James Pakulis                                                               /s/ James Pakulis
By:         James Pakulis                                                       By:        James Pakulis
Its:        Chief Executive Officer                                             Its:       President

                                                                                “WeedMaps Members”

                                                                                /s/ Justin Hartfield
                                                                                By:         Justin Hartfield, an individual

                                                                                /s/ Keith Hoerling
                                                                                By:         Keith Hoerling, an individual


                                                                        2
                                                                                                                                  EXHIBIT 2.3

                                   REORGANIZATION AND ASSET ACQUISITION AGREEMENT

         This Reorganization and Asset Acquisition Agreement (the “Agreement”) is entered into as of December 3, 2010 by and between
Synergistic Resources, LLC, a California limited liability company (the “Seller”), on the one hand, and General Cannabis, Inc., a Nevada
corporation (“GCI”), and General Health Solutions, Inc., a California corporation and wholly-owned subsidiary of GCI (“Purchaser”), on the
other hand.

                                                                  RECITALS

         WHEREAS, the Seller is the owner, operator and administrator of the assets as listed in Exhibit A (the “Assets”), which constitute at
least 90% of the assets of Seller; and

          WHEREAS, the Seller desires to sell, transfer and assign to Purchaser, and the Purchaser desires to purchase and acquire from the
Seller, the Assets according to the terms set forth herein.

        WHEREAS, the Parties desire and intend that the transactions contemplated by this Agreement be treated as a tax-free reorganization
under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended.

         NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows:

I.       Purchase and Sale of the Assets

 1.1      Purchase and Sale of Assets . The Seller hereby sells, transfers, assigns and delivers to the Purchaser, free and clear of any liens or
encumbrances of any kind which have been created or granted by the Seller, all of the Seller’s right, title and interest in the Assets, whether
now existing or hereafter acquired.

 1.2      Assumption of Liabilities . The Purchaser will not assume any obligations of Seller related to the Assets.

 1.3      Closing . The Closing (the “Closing”) shall take place at the offices of Purchaser, 2183 Fairview Road, Suite 101, Costa Mesa,
CA 92627, on December 3, 2010, or at such other place, date and time as the Parties may agree in writing (the “Closing Date”). On the
Closing Date the Purchaser shall pay the Purchase Price (as defined in Section II) to the Seller.

 1.4        Conditions to Closing . The closing of the purchase and sale of the Assets will be subject to the following conditions, which much
be satisfied at or prior to the Closing unless otherwise specified:


                                                                    1 of 11
 1.4.1    Seller and Purchaser will execute the Intellectual Property Assignment in the form attached hereto as Exhibit B .

 1.4.2    Seller and Purchaser will execute an Assignment, in the form attached hereto as Exhibit C , for each of the contracts listed in Exhibit
A , which shall be executed by each obligated party thereto.

        1.5        Post Closing Activities . At any time after the Closing Date, upon either party’s written request and without further
consideration, the other party shall take such other actions as the requesting party may reasonably deem necessary or desirable in order to
consummate the terms of, obligations under and transactions contemplated by, this Agreement.

II.       Purchase Price

 In consideration of the Seller’s sale, transfer and assignment of the Assets, GCI shall issue to the Seller, or its assigns, Two Million
(2,000,000) shares of common stock of GCI (the “Shares”), restricted in accordance with Rule 144, and shall pay to Seller the sum of Fifty
Thousand Dollars ($50,000) cash (the “Purchase Price”).

III.      Representations and Warranties

 3.1        Authority . The Seller and the Purchaser each represent to the other that it has the right to enter into this Agreement and has the
ability to perform its obligations hereunder, including the assignment, transfer and delivery by the Seller, and purchase by the Purchaser, of the
Assets hereunder. The Seller and Purchaser are a limited liability company and a corporation, respectively, duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization.

 3.2      “As Is” “Where Is” . The Purchaser has received all of the information and documentation it requires in connection with the Assets
and, except as expressly provided herein, is acquiring its interest in the Assets in an “as is” “where is” condition.

          3.3       Execution of Agreement . The execution, delivery and performance of this Agreement and the completion of the
transactions contemplated by this Agreement have been authorized by all necessary corporate action on the part of each of Purchaser and Seller
and no other corporate proceedings or approvals are required to authorize this Agreement or to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will
not: (a) violate, conflict with, modify or cause any default under or acceleration of (or give any Party any right to declare any default or
acceleration upon notice or passage of time or both), in whole or in part, any charter, article of incorporation or organization, bylaw, operating
agreement, mortgage, lien, deed of trust, indenture, lease, agreement, instrument, order, injunction, decree, judgment, law or any other
restriction of any kind to which Purchaser or Seller are a party or by which any of them or any of their properties are bound; (b) result in the
creation of any security interest, lien, encumbrance, adverse claim, proscription or restriction on any property or asset (whether real, personal,
mixed, tangible or intangible), right, contract, agreement or business of Purchaser or Seller; (c) violate any law, rule or regulation of any federal
or state regulatory agency; or (d) permit any federal or state regulatory agency to impose any restrictions or limitations of any nature on
Purchaser or Seller or any of their respective actions.


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3.4      Indemnification .

         3.4.1      Indemnity of Seller . Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all
Losses (as hereinafter defined) arising out of or resulting from the breach by Purchaser of any representation, warranty, covenant or
agreement contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 3.4, the term “Losses” shall
mean all damages, costs and expenses (including reasonable attorneys’ fees) of every kind, nature or description, it being the intent of
the Parties that the amount of any such Loss shall be the amount necessary to restore the indemnified party to the position it would
have been in (economically or otherwise), including any costs or expenses incident to such restoration, had the breach, event,
occurrence or condition occasioning such Loss never occurred. Notwithstanding the foregoing provisions of this section, no claim for
indemnification shall be made by Seller under this section unless and until the aggregate amount of all Losses of Seller in respect
thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below such
threshold.

         3.4.2      Indemnity of LCLL . Seller agrees to indemnify, defend and hold Purchaser harmless from and against any and all
Losses arising out of or resulting from the breach by Seller of any representation, warranty, agreement or covenant contained in this
Agreement or the exhibits and schedules hereto. Notwithstanding the foregoing provisions of this section, no claim for
indemnification shall be made by Purchaser under this Section unless and until the aggregate amount of all Losses of Purchaser in
respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below
such threshold.

         3.4.3     Indemnification Procedure .

          (a)        An indemnified party shall notify the indemnifying party of any claim of such indemnified party for
         indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer
         or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the
         nature of such claim in reasonable detail and the indemnifying party shall be given reasonable access to any documents or
         properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The
         failure to so notify the indemnifying party within such thirty-day period shall not constitute a waiver of such claim but an
         indemnified party shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a
         result of the failure of such person to give such notice.


                                                           3 of 11
          In the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third
party, the indemnifying party shall be given prompt notice thereof, in reasonable detail. The failure to so notify the
indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any
indemnification with respect to any Loss that occurred as a result of the failure of such person to give such notice. The
indemnifying party shall have the right (without prejudice to the right of any indemnified party to participate at its expense
through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own
choosing if it gives written notice to the indemnified party of its intention to do so not later than twenty days following notice
of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party
would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party;
provided , however, that if the defendants in any action shall include both an indemnifying party and an indemnified party
and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of
interest because of the availability of different or additional defenses to the indemnified party, the indemnified party shall
have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the
indemnifying party. If the indemnifying party does not so choose to defend or prosecute any such claim asserted by a third
party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party shall be
entitled to recover from the indemnifying party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and
expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the
defense of any claim by an indemnifying party pursuant to this paragraph, the indemnified party shall have the right to
approve the terms of any settlement of a claim (which approval shall not be unreasonably withheld).

 (b)        The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any
other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing,
one to the other, so as not to unreasonably expose the other to an undue risk of loss. The indemnified party shall be entitled
to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such cooperation. Except for fees
and expenses for which indemnification is provided pursuant to Section 3.4, and as provided in the preceding sentence, each
party shall bear its own fees and expenses incurred pursuant to this paragraph (b).


                                                    4 of 11
 3.5       No Other Representations . Except as expressly set forth in this Agreement, neither party makes any further representations or
warranties concerning the subject matter contained herein.

 3.6     Survival . Each of the representations, warranties and agreements of each of the Purchaser and the Seller contained in this
Agreement shall survive the Closing Date.

IV.       Securities Representations . Seller hereby represents and warrants as of the date hereof and as of the Closing, as follows:

          4.1      Purchase for Own Account . The Seller represents that he is acquiring the Shares solely for his own account and beneficial
interest for investment and not for sale or with a view to distribution of the Shares or any part thereof, has no present intention of selling (in
connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have
reason to anticipate a change in such intention.

          4.2      Ability to Bear Economic Risk . The Seller acknowledges that an investment in the Shares involves a high degree of risk,
and represents that he is able, without materially impairing his financial condition, to hold the Shares for an indefinite period of time and to
suffer a complete loss of his investment.

  4.3      Access to Information . The Seller acknowledges that the Seller has been furnished with such financial and other information
concerning the GCI, the directors and officers of GCI, and the business and proposed business of GCI as the Seller considers necessary in
connection with the Seller’s investment in the Shares. Seller has also had an opportunity to review the Term Sheet attached hereto as Exhibit D
, and the GCI information that is publicly available at www.otcmarkets.com . As a result, the Seller is thoroughly familiar with the proposed
business, operations, properties and financial condition of GCI and has discussed with officers of GCI any questions the Seller may have had
with respect thereto. The Seller understands:

                  (i)      The risks involved in this investment, including the speculative nature of the investment;

                  (ii)     The financial hazards involved in this investment, including the risk of losing the Seller’s entire investment;

                  (iii)    The lack of liquidity and restrictions on transfers of the Shares; and

                  (iv)     The tax consequences of this investment.


                                                                     5 of 11
 The Seller has consulted with his own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment
by the Seller in the Shares and the merits and risks of an investment in the Shares.

          4.4      Shares Part of Private Placement . The Seller has have been advised that the Shares have not been registered under the
Securities Act of 1933, as amended (the “ Act ”), or qualified under the securities law of any state, on the ground, among others, that no
distribution or public offering of the Shares is to be effected and the Shares will be issued by GCI in connection with a transaction that does not
involve any public offering within the meaning of section 4(2) of the Act and/or Regulation D as promulgated by the SEC under the Act, and
under any applicable state blue sky authority. The Seller understands that GCI is relying in part on the Seller’s representations as set forth
herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Seller’s
representations, the Seller has in mind merely acquiring the Shares for resale on the occurrence or nonoccurrence of some predetermined
event. The Seller has no such intention.

 4.5        Seller Not Affiliated with Company . The Seller, either alone or with his professional advisers (i) is unaffiliated with, has no equity
interest in, and is not compensated by, the Seller or GCI or any affiliate or selling agent of the Seller or GCI, directly or indirectly; (ii) has such
knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares;
and (iii) has the capacity to protect his own interests in connection with his proposed investment in the Shares.

         4.6        Further Limitations on Disposition . The Seller further acknowledges that the Shares are restricted securities under Rule 144
of the Act, and, therefore, any certificates reflecting the ownership interest in the Shares will contain a restrictive legend substantially similar to
the following:

                            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                            AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                            HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
                            SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
                            THAT SUCH REGISTRATION IS NOT REQUIRED.

         Without in any way limiting the representations set forth above, the Seller further agrees not to make any disposition of all or any
portion of the Shares unless and until:

                  (i)      There is then in effect a registration statement under the Act covering such proposed disposition and such
         disposition is made in accordance with such registration statement; or


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                  (ii)      Such Seller shall have obtained the consent of GCI and notified GCI of the proposed disposition and shall have
         furnished GCI with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by
         GCI, the Seller shall have furnished GCI with an opinion of counsel, reasonably satisfactory to GCI, that such disposition will not
         require registration under the Act or any applicable state securities laws.

         Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by such Seller to a partner (or retired partner) of Seller, or transfers by gift, will or intestate succession to any spouse or
lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Seller
hereunder as long as the consent of GCI is obtained, which consent shall not be unreasonably withheld.

          4.6      Piggyback Registration Rights . GCI hereby represents and warrants that if GCI at any time proposes to register any of its
securities under the Act, including under an S-1 Registration Statement or otherwise, it will at such time give written notice to the Seller of its
intention so to do. Upon the written request of Seller given within ten (10) days after receipt of any such notice, GCI will use its best efforts to
cause the Shares to be registered under the Act (with the securities which GCI at the time proposes to register). All expenses incurred by GCI
in complying with this section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and
disbursements of all independent accountants, or counsel for GCI and the expense of any special audits incident to or required by any such
registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by GCI. GCI agrees that it will
prepare and file a Registration Statement within thirty (30) days of the completion of an audit of its financial statements sufficient for inclusion
therein.

         4.7       Accredited Investor Status . (Please check one, attach additional pages if necessary) .       Seller:

                    ______ is

                    ______ is not

         an “accredited investor” as such term is defined in Rule 501 under the Act because Seller either:

 (i)       has a net worth of at least $1,000,000 (for purposes of this question, the Seller may include spouse’s net worth and may include the
fair market value of home furnishings and automobiles, but must exclude from the calculation the value of Seller’s primary residence and the
related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds
the fair market value of the primary residence must be deducted from net worth calculation)), or


                                                                        7 of 11
 (ii)     had an individual income of more than $200,000 in each of the two most recent calendar years, and reasonably expects to have an
individual income in excess of $200,000 in the current calendar year; or along with Seller’s spouse had joint income in excess of $300,000 in
each of the two most recent calendar years, and reasonably expects to have a joint income in excess of $300,000 in the current calendar year.

 For purposes of this Agreement, “individual income” means “adjusted gross income” as reported for Federal income tax purposes, exclusive
of any income attributable to a spouse or to property owned by a spouse and increased by the following amounts: (i) the amount of any interest
income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended, (the “Code”), (ii) the amount of
losses claimed as a limited partner in a limited partnership (as reported on Schedule E of form 1040), (iii) any deduction claimed for depletion
under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the
Tax Reform Act of 1986.

 For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for Federal income tax purposes, including any
income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of any interest
income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of
losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion
under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.

         4.8       Seller Qualifications . Seller is over 21 years of age.

 4.9        No Backup Withholding . The Social Security Number or taxpayer identification shown in this Agreement is correct, and the Seller
is not subject to backup withholding because (i) the Seller has not been notified that he or she is subject to backup withholding as a result of a
failure to report all interest and dividends or (ii) the Internal Revenue Service has notified the Seller that he or she is no longer subject to
backup withholding.

V.       Miscellaneous

 5.1        Assignment . Neither this Agreement nor any interest hereunder will be assignable in part or in whole by either party without the
prior written consent of the non-assigning party, which consent will not be unreasonably withheld, conditioned or delayed.


                                                                      8 of 11
 5.2       Governing Law and Venue . This Agreement is executed pursuant to and shall be interpreted and governed for all purposes under
the laws of the State of California. Any cause of action brought to enforce any provision of this Agreement shall be brought in Orange County,
California. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect. This Agreement shall supersede any previous agreements, written or oral, expressed or implied,
between the parties relating to the subject matter hereof.

 5.3      Notices . Any notice, request, demand, or other communication given pursuant to the terms of this Agreement shall be deemed
given upon delivery, and may only be delivered or sent via hand delivery, facsimile, or by overnight courier, correctly addressed to the
addresses of the parties indicated below or at such other address as such party shall in writing have advised the other party.

         If to the Purchaser:    General Health Solutions, Inc.
                                 2183 Fairview Road, Suite 101
                                 Costa Mesa, CA 92627
                                 Facsimile: (949) 515-1625

                     with a copy The Lebrecht Group, APLC
                     to:
                                 9900 Research Dr.
                                 Irvine, CA 92618
                                 Attn: Brian A. Lebrecht, Esq.
                                 Facsimile (949) 635-1244

         If to the Seller:       Synergistic Resources, LLC


                                 Attn: Manager
                                 Facsimile: (     )

 5.4       Amendment . No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made
in writing and signed by a duly authorized officer of each party.

 5.5      Waiver . No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees
except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.

 5.6       Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid
under the applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


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 5.7       Attorneys’ Fees . In the event that any suit, arbitration, legal action, proceeding or dispute between the parties arises in connection
with this Agreement, the prevailing party shall be entitled to recover all expenses, costs and fees, including reasonable attorney’s fees, actually
incurred in association with such action.


 5.8       Entire Agreement . This Agreement, including all exhibits, is the complete, final and exclusive understanding and agreement of the
parties and cancels and supersedes any and all prior negotiations, correspondence and agreements, whether oral or written, between the parties
respecting the subject matter of this Agreement.

[remainder of page intentionally left blank; signature page to follow]


                                                                     10 of 11
           IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written hereinabove.

“Seller”                                                                 “Purchaser”

Synergistic Resources, LLC,                                              General Health Solutions, Inc.,
a California limited liability company                                   a California corporation

/s/ Brent Inzer                                                          /s/ James Pakulis
By:     Brent Inzer                                                      By:    James Pakulis
Its:    Manager                                                          Its:   President

                                                                         “GCI”

                                                                         General Cannabis, Inc.,
                                                                         a Nevada corporation

                                                                         /s/ James Pakulis
                                                                         By:    James Pakulis
                                                                         Its:   Chief Executive Officer

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                                                  Exhibit A

                                                    Assets

1.   The name “Marijuana Medicine Evaluation Centers.”
2.   The Service Mark for “Marijuana Medicine Evaluation Centers”, Reg. No. 3,533,697.
3.   The domain name www.marijuanamedicine.com , all related domain names, and all website coding associated therewith.
4.   The telephone number “(800) 268-4420.”
5.   The database of users and visitors associated with the website.
6.   All computer and other equipment owned by Seller that is used to manage, maintain, and operate the website.

                              Contracts to be Assigned from Seller to Purchaser

1.   Management Services Agreement by and between Synergistic Resources, LLC and Kien P. Tran, M.D., Inc. dated March 1,
     2008.


                                                      A
           Exhibit B

Intellectual Property Assignment


               B
Exhibit C

Assignment


    C
                                          Exhibit D

                                    TERM SHEET
                                          for
                              GENERAL CANNABIS, INC.
                               Updated November 30, 2010

Company:          General Cannabis, Inc., a Nevada corporation (the “Company”).

Offering:         2,000,000 shares of common stock

Capitalization:   Before the offering :

                   The Company is authorized to issue 200,000,000 shares of common stock and 20,000,000
                     shares of preferred stock.
                   There are 80,615,256 shares of common stock, and no shares of preferred stock,
                     outstanding.
                   There are contractual obligations to issue another 16,000,000 shares of common stock
                     through January 2014 if certain financial milestones are met by one of our recently acquired
                     subsidiaries.

                  After the offering:

                   There will be 82,615,256 shares of common stock issued and outstanding.

Subsidiaries:     The Company has five wholly-owned subsidiaries, namely US Cannabis, Inc., a California
                  corporation, WeedMaps Media, Inc., a Nevada corporation, LV Luxuries Limited, a Nevada
                  corporation, General Health Solutions, Inc., a California corporation, and General Merchant
                  Services, Inc., a California corporation.


                                             D
                                                                                                                                   EXHIBIT 2.4

                                     REORGANIZATION AND ASSET ACQUISITION AGREEMENT

        This Reorganization and Asset Acquisition Agreement (the “Agreement”) is entered into as of January 11, 2011 by and between
Revyv, LLC, a California limited liability company (the “Seller”), on the one hand, and General Cannabis, Inc., a Nevada corporation (“GCI”),
and General Marketing Solutions, Inc., a California corporation and wholly-owned subsidiary of GCI (“Purchaser”), on the other hand.

                                                                  RECITALS

         WHEREAS, the Seller is the owner, operator and administrator of the assets as listed in Exhibit A (the “Assets”), which constitute at
least 90% of the assets of Seller; and

          WHEREAS, the Seller desires to sell, transfer and assign to Purchaser, and the Purchaser desires to purchase and acquire from the
Seller, the Assets according to the terms set forth herein.

        WHEREAS, the Parties desire and intend that the transactions contemplated by this Agreement be treated as a tax-free reorganization
under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended.

         NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows:

I.       Purchase and Sale of the Assets

 1.1       Purchase and Sale of Assets . The Seller hereby sells, transfers, assigns and delivers to the Purchaser, free and clear of any liens or
encumbrances of any kind which have been created or granted by the Seller, all of the Seller’s right, title and interest in the Assets, whether
now existing or hereafter acquired.

 1.2        Assumption of Liabilities . The Purchaser will not assume any obligations of Seller related to the Assets.

 1.3       Closing . The Closing (the “Closing”) shall take place at the offices of Purchaser, 2183 Fairview Road, Suite 101, Costa Mesa,
CA 92627, on January 13, 2011, or at such other place, date and time as the Parties may agree in writing (the “Closing Date”). On the Closing
Date the Purchaser shall pay the Purchase Price (as defined in Section II) to the Seller.

 1.4         Conditions to Closing . The closing of the purchase and sale of the Assets will be subject to the following conditions, which much
be satisfied at or prior to the Closing unless otherwise specified:


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 1.4.1       Seller and Purchaser will execute an Assignment, in the form attached hereto as Exhibit B , for each of the contracts listed in
Exhibit A , which shall be executed by each obligated party thereto.

        1.5         Post Closing Activities . At any time after the Closing Date, upon either party’s written request and without further
consideration, the other party shall take such other actions as the requesting party may reasonably deem necessary or desirable in order to
consummate the terms of, obligations under and transactions contemplated by, this Agreement.

II.       Purchase Price

 In consideration of the Seller’s sale, transfer and assignment of the Assets, GCI shall issue to the Seller, or its assigns, Five Hundred Thousand
(500,000) shares of common stock of GCI (the “Shares”), restricted in accordance with Rule 144 (the “Purchase Price”).

III.      Representations and Warranties

 3.1         Authority . The Seller and the Purchaser each represent to the other that it has the right to enter into this Agreement and has the
ability to perform its obligations hereunder, including the assignment, transfer and delivery by the Seller, and purchase by the Purchaser, of the
Assets hereunder. The Seller and Purchaser are a limited liability company and a corporation, respectively, duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization.

 3.2        “As Is” “Where Is” . The Purchaser has received all of the information and documentation it requires in connection with the Assets
and, except as expressly provided herein, is acquiring its interest in the Assets in an “as is” “where is” condition.

          3.3        Execution of Agreement . The execution, delivery and performance of this Agreement and the completion of the
transactions contemplated by this Agreement have been authorized by all necessary corporate action on the part of each of Purchaser and Seller
and no other corporate proceedings or approvals are required to authorize this Agreement or to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will
not: (a) violate, conflict with, modify or cause any default under or acceleration of (or give any Party any right to declare any default or
acceleration upon notice or passage of time or both), in whole or in part, any charter, article of incorporation or organization, bylaw, operating
agreement, mortgage, lien, deed of trust, indenture, lease, agreement, instrument, order, injunction, decree, judgment, law or any other
restriction of any kind to which Purchaser or Seller are a party or by which any of them or any of their properties are bound; (b) result in the
creation of any security interest, lien, encumbrance, adverse claim, proscription or restriction on any property or asset (whether real, personal,
mixed, tangible or intangible), right, contract, agreement or business of Purchaser or Seller; (c) violate any law, rule or regulation of any federal
or state regulatory agency; or (d) permit any federal or state regulatory agency to impose any restrictions or limitations of any nature on
Purchaser or Seller or any of their respective actions.


                                                                      2 of 11
3.4      Indemnification .

         3.4.1      Indemnity of Seller . Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all
Losses (as hereinafter defined) arising out of or resulting from the breach by Purchaser of any representation, warranty, covenant or
agreement contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 3.4, the term “Losses” shall
mean all damages, costs and expenses (including reasonable attorneys’ fees) of every kind, nature or description, it being the intent of
the Parties that the amount of any such Loss shall be the amount necessary to restore the indemnified party to the position it would
have been in (economically or otherwise), including any costs or expenses incident to such restoration, had the breach, event,
occurrence or condition occasioning such Loss never occurred. Notwithstanding the foregoing provisions of this section, no claim for
indemnification shall be made by Seller under this section unless and until the aggregate amount of all Losses of Seller in respect
thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below such
threshold.

         3.4.2     Indemnity of Purchaser . Seller agrees to indemnify, defend and hold Purchaser harmless from and against any and
all Losses arising out of or resulting from the breach by Seller of any representation, warranty, agreement or covenant contained in
this Agreement or the exhibits and schedules hereto. Notwithstanding the foregoing provisions of this section, no claim for
indemnification shall be made by Purchaser under this Section unless and until the aggregate amount of all Losses of Purchaser in
respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below
such threshold, up to a maximum of $1,000,000.

         3.4.3    Indemnification Procedure .

          (a)        An indemnified party shall notify the indemnifying party of any claim of such indemnified party for
         indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer
         or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the
         nature of such claim in reasonable detail and the indemnifying party shall be given reasonable access to any documents or
         properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The
         failure to so notify the indemnifying party within such thirty-day period shall not constitute a waiver of such claim but an
         indemnified party shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a
         result of the failure of such person to give such notice.


                                                           3 of 11
          In the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third
party, the indemnifying party shall be given prompt notice thereof, in reasonable detail. The failure to so notify the
indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any
indemnification with respect to any Loss that occurred as a result of the failure of such person to give such notice. The
indemnifying party shall have the right (without prejudice to the right of any indemnified party to participate at its expense
through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own
choosing if it gives written notice to the indemnified party of its intention to do so not later than twenty days following notice
of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party
would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party;
provided , however, that if the defendants in any action shall include both an indemnifying party and an indemnified party
and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of
interest because of the availability of different or additional defenses to the indemnified party, the indemnified party shall
have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the
indemnifying party. If the indemnifying party does not so choose to defend or prosecute any such claim asserted by a third
party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party shall be
entitled to recover from the indemnifying party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and
expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the
defense of any claim by an indemnifying party pursuant to this paragraph, the indemnified party shall have the right to
approve the terms of any settlement of a claim (which approval shall not be unreasonably withheld).

 (b)        The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any
other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing,
one to the other, so as not to unrea-sonably expose the other to an undue risk of loss. The indemnified party shall be entitled
to reimbursement for out-of-pocket expenses reasonably incurred by it in connec-tion with such cooperation. Except for fees
and expenses for which indemnification is provided pursuant to Section 3.4, and as provided in the preceding sentence, each
party shall bear its own fees and expenses incurred pursuant to this paragraph (b).


                                                    4 of 11
 3.5        No Other Representations . Except as expressly set forth in this Agreement, neither party makes any further representations or
warranties concerning the subject matter contained herein.

 3.6      Survival . Each of the representations, warranties and agreements of each of the Purchaser and the Seller contained in this
Agreement shall survive for a period of one (1) following the Closing Date.

IV.       Securities Representations . Seller hereby represents and warrants as of the date hereof and as of the Closing, as follows:

          4.1        Purchase for Own Account . The Seller represents that he is acquiring the Shares solely for his own account and beneficial
interest for investment and not for sale or with a view to distribution of the Shares or any part thereof, has no present intention of selling (in
connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have
reason to anticipate a change in such intention.

          4.2       Ability to Bear Economic Risk . The Seller acknowledges that an investment in the Shares involves a high degree of risk,
and represents that he is able, without materially impairing his financial condition, to hold the Shares for an indefinite period of time and to
suffer a complete loss of his investment.

  4.3       Access to Information . The Seller acknowledges that the Seller has been furnished with such financial and other information
concerning the GCI, the directors and officers of GCI, and the business and proposed business of GCI as the Seller considers necessary in
connection with the Seller’s investment in the Shares. Seller has also had an opportunity to review the Term Sheet attached hereto as Exhibit C
, and the GCI information that is publicly available at www.otcmarkets.com . As a result, the Seller is thoroughly familiar with the proposed
business, operations, properties and financial condition of GCI and has discussed with officers of GCI any questions the Seller may have had
with respect thereto. The Seller understands:

                  (i)         The risks involved in this investment, including the speculative nature of the investment;

                  (ii)        The financial hazards involved in this investment, including the risk of losing the Seller’s entire investment;

                  (iii)       The lack of liquidity and restrictions on transfers of the Shares; and

                  (iv)        The tax consequences of this investment.


                                                                      5 of 11
 The Seller has consulted with his own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment
by the Seller in the Shares and the merits and risks of an investment in the Shares.

          4.4        Shares Part of Private Placement . The Seller has have been advised that the Shares have not been registered under the
Securities Act of 1933, as amended (the “ Act ”), or qualified under the securities law of any state, on the ground, among others, that no
distribution or public offering of the Shares is to be effected and the Shares will be issued by GCI in connection with a transaction that does not
involve any public offering within the meaning of section 4(2) of the Act and/or Regulation D as promulgated by the SEC under the Act, and
under any applicable state blue sky authority. The Seller understands that GCI is relying in part on the Seller’s representations as set forth
herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Seller’s
representations, the Seller has in mind merely acquiring the Shares for resale on the occurrence or nonoccurrence of some predetermined
event. The Seller has no such intention.

 4.5        Seller Not Affiliated with Company . The Seller, either alone or with his professional advisers (i) is unaffiliated with, has no
equity interest in, and is not compensated by, the Seller or GCI or any affiliate or selling agent of the Seller or GCI, directly or indirectly; (ii)
has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in
the Shares; and (iii) has the capacity to protect his own interests in connection with his proposed investment in the Shares.

          4.6        Further Limitations on Disposition . The Seller further acknowledges that the Shares are restricted securities under Rule
144 of the Act, and, therefore, any certificates reflecting the ownership interest in the Shares will contain a restrictive legend substantially
similar to the following:

                           THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                           HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
                           SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
                           THAT SUCH REGISTRATION IS NOT REQUIRED.

         Without in any way limiting the representations set forth above, the Seller further agrees not to make any disposition of all or any
portion of the Shares unless and until:

                  (i)      There is then in effect a registration statement under the Act covering such proposed disposition and such
         disposition is made in accordance with such registration statement; or


                                                                      6 of 11
                  (ii)       Such Seller shall have obtained the consent of GCI and notified GCI of the proposed disposition and shall have
         furnished GCI with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by
         GCI, the Seller shall have furnished GCI with an opinion of counsel, reasonably satisfactory to GCI, that such disposition will not
         require registration under the Act or any applicable state securities laws.

         Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by such Seller to a partner (or retired partner) of Seller, or transfers by gift, will or intestate succession to any spouse or
lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Seller
hereunder as long as the consent of GCI is obtained, which consent shall not be unreasonably withheld.

          4.6        Piggyback Registration Rights . GCI hereby represents and warrants that if GCI at any time proposes to register any of its
securities under the Act, including under an S-1 Registration Statement or otherwise, it will at such time give written notice to the Seller of its
intention so to do. Upon the written request of Seller given within ten (10) days after receipt of any such notice, GCI will use its best efforts to
cause the Shares to be registered under the Act (with the securities which GCI at the time proposes to register). All expenses incurred by GCI
in complying with this section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and
disbursements of all independent accountants, or counsel for GCI and the expense of any special audits incident to or required by any such
registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by GCI. GCI agrees that it will
prepare and file a Registration Statement within thirty (30) days of the completion of an audit of its financial statements sufficient for inclusion
therein.

         4.7         Accredited Investor Status . (Please check one, attach additional pages if necessary) .      Seller:

                             ________ is

                             ________ is not

         an “accredited investor” as such term is defined in Rule 501 under the Act because Seller either:

 (i)       has a net worth of at least $1,000,000 (for purposes of this question, the Seller may include spouse’s net worth and may include the
fair market value of home furnishings and automobiles, but must exclude from the calculation the value of Seller’s primary residence and the
related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds
the fair market value of the primary residence must be deducted from net worth calculation)), or


                                                                        7 of 11
 (ii)      had an individual income of more than $200,000 in each of the two most recent calendar years, and reasonably expects to have an
individual income in excess of $200,000 in the current calendar year; or along with Seller’s spouse had joint income in excess of $300,000 in
each of the two most recent calendar years, and reasonably expects to have a joint income in excess of $300,000 in the current calendar year.

 For purposes of this Agreement, “individual income” means “adjusted gross income” as reported for Federal income tax purposes, exclusive
of any income attributable to a spouse or to property owned by a spouse and increased by the following amounts: (i) the amount of any interest
income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended, (the “Code”), (ii) the amount of
losses claimed as a limited partner in a limited partnership (as reported on Schedule E of form 1040), (iii) any deduction claimed for depletion
under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the
Tax Reform Act of 1986.

 For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for Federal income tax purposes, including any
income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of any interest
income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of
losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion
under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax
Reform Act of 1986.

         4.8        Seller Qualifications . Seller is over 21 years of age.

 4.9         No Backup Withholding . The Social Security Number or taxpayer identification shown in this Agreement is correct, and the
Seller is not subject to backup withholding because (i) the Seller has not been notified that he or she is subject to backup withholding as a result
of a failure to report all interest and dividends or (ii) the Internal Revenue Service has notified the Seller that he or she is no longer subject to
backup withholding.

V.        Miscellaneous

 5.1          Assignment . Neither this Agreement nor any interest hereunder will be assignable in part or in whole by either party without the
prior written consent of the non-assigning party, which consent will not be unreasonably withheld, conditioned or delayed.


                                                                      8 of 11
 5.2         Governing Law and Venue . This Agreement is executed pursuant to and shall be interpreted and governed for all purposes under
the laws of the State of California. Any cause of action brought to enforce any provision of this Agreement shall be brought in Orange County,
California. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect. This Agreement shall supersede any previous agreements, written or oral, expressed or implied,
between the parties relating to the subject matter hereof.

 5.3         Notices . Any notice, request, demand, or other communication given pursuant to the terms of this Agreement shall be deemed
given upon delivery, and may only be delivered or sent via hand delivery, facsimile, or by overnight courier, correctly addressed to the
addresses of the parties indicated below or at such other address as such party shall in writing have advised the other party.

         If to the Purchaser:                General Marketing Solutions, Inc.
          2183 Fairview Road, Suite 101
          Costa Mesa, CA 92627
          Facsimile: (949) 515-1625

                with a copy to:              The Lebrecht Group, APLC
                   9900 Research Dr.
                   Irvine, CA 92618
                   Attn: Brian A. Lebrecht, Esq.
                   Facsimile (949) 635-1244

         If to the Seller:                   Revyv, LLC
                                             655 N. Azusa Avenue, Unit 260
                                             Azusa, CA 91702
                                             Attn: Manager
 Facsimile: (    )

 5.4       Amendment . No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless
made in writing and signed by a duly authorized officer of each party.

 5.5        Waiver . No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or employees
except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.

 5.6         Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid
under the applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


                                                                    9 of 11
 5.7        Attorneys’ Fees . In the event that any suit, arbitration, legal action, proceeding or dispute between the parties arises in connection
with this Agreement, the prevailing party shall be entitled to recover all expenses, costs and fees, including reasonable attorney’s fees, actually
incurred in association with such action.


 5.8        Entire Agreement . This Agreement, including all exhibits, is the complete, final and exclusive understanding and agreement of the
parties and cancels and supersedes any and all prior negotiations, correspondence and agreements, whether oral or written, between the parties
respecting the subject matter of this Agreement.

[remainder of page intentionally left blank; signature page to follow]


                                                                     10 of 11
           IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written hereinabove.

“Seller”                                                                 “Purchaser”

Revyv, LLC,                                                              General Marketing Solutions, Inc.,
a California limited liability company                                   a California corporation

/s/ James Victor Johnson                                                 /s/ James Pakulis
By: James Victor Johnson                                                 By: James Pakulis
Its: Member                                                              Its: President

/s/ Robert Joseph Johnson
By: Robert Joseph Johnson                                                “GCI”
Its: Member
                                                                         General Cannabis, Inc.,
                                                                         a Nevada corporation
/s/ David Wayne Johnson
By: David Wayne Johnson
Its: Member                                                              /s/ James Pakulis
                                                                         By: James Pakulis
                                                                         Its: Chief Executive Officer


                                                                  11 of 11
                                                              Exhibit A

                                                                Assets

1.   Domain Names .

     cannabiscenters.com
     cannacenters.com
     safeaccessmd.com
     cannabiscare.com
     420doctornet.com
     vaporcenters.com
     vaporizercenters.com
     dispensarycenters.com
     cannabiscareercenters.com
     medicalcannabisexpo.net
     mjcenters.com
     patientverifications.com
     8006100420.com

2.   Cannabis-related domain names in which Seller has an equity or financial interest .

     weedcab.com (10%)
     medicalmarijuana.net (50% revenue share deal in the works)

3.   Other Assets .

     A.       Safeaccess MD software.
     B.       List of clients of Safeaccess MD software.
     C.       All rights to Seller’s Salesforce.com software license.
     D.       Patient Verification software implemented on patientverifications.com
     E.       Client list for all patient verification accounts.
     F.       All rights to Seller’s Salesforce.com software license.
     G.       CannabisCenters.com state specific printed patient guides

4.   Contracts to be Assigned .

     Marijuana Medicine Evaluation Centers
     420Medicard
     Compassionate Health Options
     Alternative Medicine Consultants
     Bakersfield 420Evaluations
     Long Beach 420 Evaluations
     Cannamed
     Colorado Medical Marijuana Evaluations
     Michican Medical Marijuana Certification Centers


                                                                  A
Medical Marijuana Evaluations of New Mexico
Medical Marijuana Evaluations of California
Total Health Care
SFB-THC
THC-MI
Pasadena Medical Evaluations
Serenity Medical Evaluations
Dr. Weiss- Michigan


                                              A
Exhibit B

Assignment


    B
                                          Exhibit C

                                    TERM SHEET
                                          for
                               GENERAL CANNABIS, INC.
                                Updated January 11, 2011

Company:          General Cannabis, Inc., a Nevada corporation (the “Company”).

Offering:         500,000 shares of common stock

Capitalization:   Before the offering :

                   The Company is authorized to issue 200,000,000 shares of common stock and 20,000,000
                     shares of preferred stock.
                   There are 82,640,256 shares of common stock, and no shares of preferred stock, outstanding.
                   There are contractual obligations to issue another 16,000,000 shares of common stock through
                     January 2014 if certain financial milestones are met by one of our recently acquired subsidiaries.

                  After the offering:

                   There will be 83,140,256 shares of common stock issued and outstanding.

Subsidiaries:     The Company has six wholly-owned subsidiaries, namely US Cannabis, Inc., a California
                  corporation, WeedMaps Media, Inc., a Nevada corporation, General Health Solutions, Inc., a
                  California corporation, General Merchant Services, Inc., a California corporation, General Marketing
                  Solutions, Inc., a California corporation, and General Management Solutions, Inc., a California
                  corporation.


                                              C
                                                                                                                                      EXHIBIT 2.5

                                    REORGANIZATION AND ASSET ACQUISITION AGREEMENT

         This Reorganization and Asset Acquisition Agreement (the “ Agreement ”) is entered into as of December 19, 2011 by and between
Alex Weidmann, an individual, Justin Weidmann, an individual, and MMJMenu, LLC, a Colorado limited liability company (the “ Seller ”
and, together with Alex Weidmann and Justin Weidmann, the “ Seller Parties ”), on the one hand, and General Cannabis, Inc., a Nevada
corporation (“ GCI ”), and WeedMaps Media, Inc., a Nevada corporation and wholly-owned subsidiary of GCI (the “ Purchaser ”), on the
other hand. Each of the Seller Parties, GCI, and the Purchaser shall be referred to as a “ Party ” and collectively as the “ Parties ”.

                                                                    RECITALS

         WHEREAS, the Seller is the owner, operator and administrator of the assets as listed in Exhibit A (the “ Assets ”), which constitute at
least 90% of the assets of Seller; and

          WHEREAS, the Seller desires to sell, transfer and assign to Purchaser, and the Purchaser desires to purchase and acquire from the
Seller, the Assets according to the terms set forth herein.

        WHEREAS, the Parties desire and intend that the transactions contemplated by this Agreement be treated as a tax-free reorganization
under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended.

         NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows:

I.        Purchase and Sale of the Assets

         1.1      Purchase and Sale of Assets . The Seller hereby sells, transfers, assigns and delivers to the Purchaser, free and clear of any
liens or encumbrances of any kind which have been created or granted by the Seller, all of the Seller’s right, title and interest in the Assets,
whether now existing or hereafter acquired.

         1.2       Assumption of Liabilities . The Purchaser will not assume any obligations of Seller Parties related to the Assets.

          1.3        Closing and Termination . The Closing (the “ Closing ”) shall take place at the offices of Purchaser, 1300 Dove Street,
Suite 100, Newport Beach, CA 92660, on the earlier to occur of (i) December 21, 2011, (ii) the date upon which all of the conditions to closing
set forth in Section 1.4 have been satisfied, or (iii) at such other place, date and time as the Parties may agree in writing (the “ Closing Date ”).
On the Closing Date the Purchaser shall pay the Purchase Price (as defined and subject to the conditions set forth in Section II) to the Seller.
Either Party may terminate this Agreement, and the transactions contemplated hereby, in the event the Closing has not occurred by January 5,
2012.


                                                                   Page 1 of 13
       1.4          Conditions to Closing . The closing of the purchase and sale of the Assets will be subject to the following conditions,
which much be satisfied at or prior to the Closing unless otherwise specified:

                 1.4.1     Seller and Purchaser will execute the Intellectual Property Assignment in the form attached hereto as Exhibit B .

                    1.4.2       Seller and Purchaser will execute an Assignment, in the form attached hereto as Exhibit C , for each of the
contracts listed in Exhibit A , which shall be executed by each obligated party thereto.

                 1.4.3        GCI will enter into an employment agreement with each of Alex Weidmann and Justin Weidmann on terms
mutually acceptable to the parties thereto.

                  1.4.4       Seller will have received the approval of its Members for the transactions contemplated by this Agreement in
accordance with its operating agreement or applicable law.

        1.5         Post Closing Activities . At any time after the Closing Date, upon any Parties written request and without further
consideration, the other party shall take such other actions as the requesting party may reasonably deem necessary or desirable in order to
consummate the terms of, obligations under and transactions contemplated by, this Agreement.

II.       Purchase Price

         2.1      Closing . In consideration of the Seller’s sale, transfer and assignment of the Assets, GCI shall issue to the Seller, or its
assigns, Two Hundred Thousand (200,000) shares of common stock of GCI (the “ Closing Shares ”).

         2.2       Notwithstanding the foregoing, in the event the registration statement on Form S-1 (the “ S-1 ”) for GCI is not effective on
or before the Closing Date, then the Shares will be issued to Seller but held in escrow by The Lebrecht Group, APLC, counsel to GCI and the
Purchaser, and released to Seller upon the earlier to occur of:

                           (a)      effectiveness of the S-1,

                           (b)    withdrawal of the S-1 for any reason and subsequent effectiveness of a registration statement on Form 10,
                           which GCI will file upon withdrawal of the S-1,

                           (c)       withdrawal of the S-1 for any reason and a subsequent definitive decision by the Board of Directors of GCI
                           not to file a Form 10, or

                           (d)      March 1, 2012.


                                                                 Page 2 of 13
        2.3        Earn-Out . In addition to the Closing Shares, the Seller, or its assigns, shall receive up to an additional One Hundred
Thousand (100,000) shares of common stock of GCI (the “ Earn-Out Shares ” and, together with the Closing Shares, the “ Shares ”), on the
following conditions:

                           (a)        If the gross revenue of Purchaser for the fiscal year ending December 31, 2012 exceeds its gross revenue
                           for the fiscal year ending December 31, 2011 (taking into account and treating the Assets as though they had been
                           owned by Purchaser for the full year) by fifty percent (50%), then GCI shall issue Fifty Thousand (50,000) of the
                           Earn-Out Shares; and

                           (b)         If the gross revenue of Purchaser for the fiscal year ending December 31, 2013 exceeds its gross revenue
                           for the fiscal year ending December 31, 2012 by fifty percent (50%), GCI shall issue the remaining Fifty Thousand
                           (50,000) of the Earn-Out Shares.

                           (c)        Earn-Out Shares will be issued within ten (10) days of the filing of GCI's audited financial statements for
                           the applicable period with the Securities and Exchange Commission (the " Commission "), or within ten (10) days
                           of delivery of the audited financial statements from the auditors to the Company if the Company is no longer
                           required to file financial statements with the Commission.

          2.4         Restricted Securities . The Seller Parties acknowledge that the Closing Shares and the Earn-Out Shares are “restricted
securities” as defined in Rule 144 under the Securities Act of 1933, as amended (the “ Act ”), and will be subject to the hold periods and
trading restrictions specified in Rule 144.

III.      Representations and Warranties

         3.1         Authority . The Seller Parties and the Purchaser each represent to the other that it has the right to enter into this Agreement
and has the ability to perform its obligations hereunder, including the assignment, transfer and delivery by the Seller, and purchase by the
Purchaser, of the Assets hereunder. The Seller and Purchaser are a limited liability company and a corporation, respectively, duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization.

         3.2       “As Is” “Where Is” . The Purchaser has received all of the information and documentation it requires in connection with the
Assets and, except as expressly provided herein, is acquiring its interest in the Assets in an “as is”, “where is” condition.


                                                                   Page 3 of 13
          3.3        Execution of Agreement . The execution, delivery and performance of this Agreement and the completion of the
transactions contemplated by this Agreement have been authorized by all necessary corporate action on the part of each of Purchaser and Seller
and no other corporate proceedings or approvals are required to authorize this Agreement or to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will
not: (a) violate, conflict with, modify or cause any default under or acceleration of (or give any Party any right to declare any default or
acceleration upon notice or passage of time or both), in whole or in part, any charter, article of incorporation or organization, bylaw, operating
agreement, mortgage, lien, deed of trust, indenture, lease, agreement, instrument, order, injunction, decree, judgment, law or any other
restriction of any kind to which Purchaser or Seller are a party or by which any of them or any of their properties are bound; (b) result in the
creation of any security interest, lien, encumbrance, adverse claim, proscription or restriction on any property or asset (whether real, personal,
mixed, tangible or intangible), right, contract, agreement or business of Purchaser or Seller; (c) violate any law, rule or regulation of any federal
or state regulatory agency; or (d) permit any federal or state regulatory agency to impose any restrictions or limitations of any nature on
Purchaser or Seller or any of their respective actions.

         3.4        Indemnification .

                   3.4.1      Indemnity of Seller . Purchaser agrees to indemnify, defend and hold Seller Parties harmless from and against any
         and all Losses (as hereinafter defined) arising out of or resulting from the breach by Purchaser of any representation, warranty,
         covenant or agreement contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 3.4, the term
         “Losses” shall mean all damages, costs and expenses (including reasonable attorneys’ fees) of every kind, nature or description, it
         being the intent of the Parties that the amount of any such Loss shall be the amount necessary to restore the indemnified party to the
         position it would have been in (economically or otherwise), including any costs or expenses incident to such restoration, had the
         breach, event, occurrence or condition occasioning such Loss never occurred. Notwithstanding the foregoing provisions of this
         section, no claim for indemnification shall be made by Seller under this section unless and until the aggregate amount of all Losses of
         Seller in respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and
         below such threshold.

                   3.4.2      Indemnity of Purchaser . Seller Parties, and each of them, jointly and severally, agrees to indemnify, defend and
         hold Purchaser harmless from and against any and all Losses arising out of or resulting from the breach by Seller of any
         representation, warranty, agreement or covenant contained in this Agreement or the exhibits and schedules hereto. Notwithstanding
         the foregoing provisions of this section, no claim for indemnification shall be made by Purchaser under this Section unless and until
         the aggregate amount of all Losses of Purchaser in respect thereof shall exceed $15,000, but then such indemnified parties shall be
         entitled to all indemnifiable Losses above and below such threshold.


                                                                   Page 4 of 13
3.4.3     Indemnification Procedure .

          (a)       An indemnified party shall notify the indemnifying party of any claim of such indemnified party for
indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer
or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the
nature of such claim in reasonable detail and the indemnifying party shall be given reasonable access to any documents or
properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The
failure to so notify the indemnifying party within such thirty-day period shall not constitute a waiver of such claim but an
indemnified party shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a
result of the failure of such person to give such notice.

          In the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third
party, the indemnifying party shall be given prompt notice thereof, in reasonable detail. The failure to so notify the
indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any
indemnification with respect to any Loss that occurred as a result of the failure of such person to give such notice. The
indemnifying party shall have the right (without prejudice to the right of any indemnified party to participate at its expense
through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own
choosing if it gives written notice to the indemnified party of its intention to do so not later than twenty days following notice
of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party
would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party;
provided , however, that if the defendants in any action shall include both an indemnifying party and an indemnified party
and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of
interest because of the availability of different or additional defenses to the indemnified party, the indemnified party shall
have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the
indemnifying party. If the indemnifying party does not so choose to defend or prosecute any such claim asserted by a third
party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party shall be
entitled to recover from the indemnifying party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and
expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the
defense of any claim by an indemnifying party pursuant to this paragraph, the indemnified party shall have the right to
approve the terms of any settlement of a claim (which approval shall not be unreasonably withheld).


                                                 Page 5 of 13
                            (b)     The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and
                  in any other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith
                  dealing, one to the other, so as not to unreasonably expose the other to an undue risk of loss. The indemnified party shall be
                  entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such cooperation. Except
                  for fees and expenses for which indemnification is provided pursuant to Section 3.4, and as provided in the preceding
                  sentence, each party shall bear its own fees and expenses incurred pursuant to this paragraph (b).

         3.5       No Other Representations . Except as expressly set forth in this Agreement, no Party makes any further representations or
warranties concerning the subject matter contained herein.

         3.6         Survival . Each of the representations, warranties and agreements of each of the Purchaser and the Seller Parties contained
in this Agreement shall survive the Closing Date. In the event of the termination of this Agreement pursuant to Section 1.3 hereof, the
provisions of Section 3.4 and 5.3 through 5.11 shall survive the termination.

IV.       Securities Representations . Seller hereby represents and warrants as of the date hereof and as of the Closing, as follows:

          4.1      Purchase for Own Account . The Seller represents that it is acquiring the Shares solely for its own account and beneficial
interest for investment and not for sale or with a view to distribution of the Shares or any part thereof, has no present intention of selling (in
connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have
reason to anticipate a change in such intention.

          4.2      Ability to Bear Economic Risk . The Seller acknowledges that an investment in the Shares involves a high degree of risk,
and represents that it is able, without materially impairing its financial condition, to hold the Shares for an indefinite period of time and to
suffer a complete loss of its investment.

         4.3       Access to Information . The Seller acknowledges that the Seller has been furnished with such financial and other information
concerning GCI, the directors and officers of GCI, and the business and proposed business of GCI as the Seller considers necessary in
connection with the Seller’s investment in the Shares. Seller has also had an opportunity to review the Term Sheet attached hereto as Exhibit D
, and the GCI information that is publicly available at www.otcmarkets.com . As a result, the Seller is thoroughly familiar with the proposed
business, operations, properties and financial condition of GCI and has discussed with officers of GCI any questions the Seller may have had
with respect thereto. The Seller understands:


                                                                  Page 6 of 13
                                        (i)     The risks involved in this investment, including the speculative nature of the investment;

                                      (ii)       The financial hazards involved in this investment, including the risk of losing the Seller’s entire
                            investment;

                                        (iii)    The lack of liquidity and restrictions on transfers of the Shares; and

                                        (iv)    The tax consequences of this investment.

        The Seller has consulted with its own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an
investment by the Seller in the Shares and the merits and risks of an investment in the Shares.

          4.4        Shares Part of Private Placement . The Seller has have been advised that the Shares have not been registered under the Act,
or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Shares is to be
effected and the Shares will be issued by GCI in connection with a transaction that does not involve any public offering within the meaning of
section 4(2) of the Act and/or Regulation D as promulgated by the SEC under the Act, and under any applicable state blue sky authority. The
Seller understands that GCI is relying in part on the Seller’s representations as set forth herein for purposes of claiming such exemptions and
that the basis for such exemptions may not be present if, notwithstanding the Seller’s representations, the Seller has in mind merely acquiring
the Shares for resale on the occurrence or nonoccurrence of some predetermined event. The Seller has no such intention.

          4.5         Seller Not Affiliated with Company . The Seller, either alone or with its professional advisers (i) is unaffiliated with, has no
equity interest in, and is not compensated by, the Purchaser or GCI or any affiliate or selling agent of the Purchaser or GCI, directly or
indirectly; (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an
investment in the Shares; and (iii) has the capacity to protect its own interests in connection with its proposed investment in the Shares.

          4.6        Further Limitations on Disposition . The Seller further acknowledges that the Shares are restricted securities under Rule
144 of the Act, and, therefore, any certificates reflecting the ownership interest in the Shares will contain a restrictive legend substantially
similar to the following:


                                                                    Page 7 of 13
                            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                            AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                            HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
                            SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
                            THAT SUCH REGISTRATION IS NOT REQUIRED.

         Without in any way limiting the representations set forth above, the Seller further agrees not to make any disposition of all or any
portion of the Shares unless and until:

                  (i)     There is then in effect a registration statement under the Act covering such proposed disposition and such disposition
         is made in accordance with such registration statement; or

                  (ii)      Such Seller shall have obtained the consent of GCI and notified GCI of the proposed disposition and shall have
         furnished GCI with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by
         GCI, the Seller shall have furnished GCI with an opinion of counsel, reasonably satisfactory to GCI, that such disposition will not
         require registration under the Act or any applicable state securities laws.

         Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by such Seller to a partner (or retired partner) of Seller, or transfers by gift, will or intestate succession to any spouse or
lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Seller
hereunder as long as the consent of GCI is obtained, which consent shall not be unreasonably withheld.

         In addition, Seller acknowledges that GCI was, prior to November 19, 2010, a “shell” corporation as defined in Rule 12b-2 under the
Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 144(i) promulgated under the Securities Act of 1933 (the “Securities Act”).
As a result, Rule 144 is not available for the resale of the Shares until GCI “cures” its shell status by meeting the following requirements:

            (1)   GCI is no longer a shell company as defined in Rule 144(i)(1);
            (2)   GCI has filed all reports (other than Form 8-K reports) required under the Exchange Act for the preceding 12 months (or for a
                  shorter period that the issuer was required to file such reports and materials); and
            (3)   has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer
                  described in Rule 144(i)(1), and at least one year has elapsed since the issuer filed that information with the
                  Commission. See Rule 144(i)(2).

         4.7         Accredited Investor Status . (Please check one, attach additional pages if necessary) .      Seller:


                                                                     Page 8 of 13
                           ________ is

                           ________ is not

         an “accredited investor” as such term is defined in Rule 501 under the Securities Act. If Seller is an accredited investor it is because
Seller was not formed for the purpose of investing in the Shares, has or will have other substantial business or investments, and (please check
one):

                 _____    each of its shareholders, partners, or beneficiaries is an Accredited Investor; or

                 _____    is a corporation, a partnership, or a Massachusetts or similar business trust with total assets in excess of $5,000,000.

         For purposes hereof, an “accredited investor” for purposes of Rule 501 under the Securities Act is one that:

                  (i)     has a net worth of at least $1,000,000 (for purposes of this question, the Seller may include spouse’s net worth and
may include the fair market value of home furnishings and automobiles, but must exclude from the calculation the value of Seller’s primary
residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any
indebtedness that exceeds the fair market value of the primary residence must be deducted from net worth calculation)), or

                  (ii)    had an individual income of more than $200,000 in each of the two most recent calendar years, and reasonably
expects to have an individual income in excess of $200,000 in the current calendar year; or along with Seller’s spouse had joint income in
excess of $300,000 in each of the two most recent calendar years, and reasonably expects to have a joint income in excess of $300,000 in the
current calendar year.

         For purposes of this Agreement, “individual income” means “adjusted gross income” as reported for Federal income tax purposes,
exclusive of any income attributable to a spouse or to property owned by a spouse and increased by the following amounts: (i) the amount of
any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended, (the “Code”), (ii) the
amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of form 1040), (iii) any deduction claimed for
depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to
enactment of the Tax Reform Act of 1986.


                                                                  Page 9 of 13
          For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for Federal income tax purposes,
including any income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of any
interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the
amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for
depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment
of the Tax Reform Act of 1986.

          4.8        No Backup Withholding . The Social Security Number or taxpayer identification shown in this Agreement is correct, and
the Seller is not subject to backup withholding because (i) the Seller has not been notified that it is subject to backup withholding as a result of
a failure to report all interest and dividends or (ii) the Internal Revenue Service has notified the Seller that it is no longer subject to backup
withholding.

V.         Miscellaneous

         5.1         Liabilities . On the Closing Date, Purchaser shall assume and agree to discharge the executory portion of each contract that
constitutes part of the Assets and is assigned to Purchaser pursuant to Section 1.4.2 of this Agreement. (the “ Assumed Liabilities ”). The
assumption by Purchaser of the Assumed Liabilities shall in no way expand the rights or remedies of any third party against Purchaser or the
Seller Parties as compared to the rights and remedies which such third party would have had against the Seller Parties had Purchaser not
assumed such liabilities. Without limiting the foregoing, the assumption by Purchaser of the Assumed Liabilities shall not create any third party
beneficiary rights. Except for the Assumed Liabilities, Purchaser does not agree to and shall not assume or be obligated to discharge or perform
any claim, indebtedness, liability, or obligation whatsoever whether now existing or hereafter arising, of any Seller Party.

          5.2         Non-Compete Agreement . The Seller Parties covenant and agree that for a period of five (5) years following the Closing
Date, the Seller Parties shall not individually or through any other Person or Affiliate of the Seller Parties, in any location throughout the world,
engage directly or indirectly in any Competitive Business, whether such engagement be as an employer, officer, director, owner, investor,
employee, partner, consultant or other participant in any Competitive Business. For purposes of this Agreement, “ Person ” shall mean a
corporation, partnership, trust, limited liability company, association, or other business entity or an individual. “ Affiliate ” shall mean another
Person controlled by, controlling, or under common control with the Seller Parties. “ Competitive Business ” means e-commerce and marketing
as it relates to the cannabis industry and any other industry in which Purchaser is either operating in or is in the pre-operation development
stage at the date that is five (5) years following the Closing Date, and the Parties agree that the Seller Parties’ ‘FloraMenu’ project and related
websites are not deemed to be a Competitive Business and are excluded from the Assets. The Seller Parties acknowledge and agree that, given
the nature of Sellers’ business, the restrictions set forth in this Section 5.1 are necessary and reasonable in terms of the activities restricted, as
well as the geographic and temporal scope of such restrictions. The Seller Parties further acknowledge and agree that if any of the provisions of
this Section 5.1 shall ever be deemed to exceed the time, activity, geographic, or other limitations permitted by applicable law, then such
provisions shall be and hereby are reformed to the maximum time, activity, geographic, or other limitations permitted by applicable law.


                                                                   Page 10 of 13
         5.3         Confidentiality . The parties to this Agreement shall not divulge or appropriate for its or their own use any Trade Secrets of
the other parties during or after the Closing Date, for as long as the information remains a Trade Secret, and shall not make any unauthorized
disclosure of Confidential Information about the other parties for a period of three years after the Closing Date. Notwithstanding the foregoing,
this Agreement may also be disclosed to third parties if reasonably necessary to secure consents or approvals to consummate the contemplated
transactions. “ Trade Secrets ” shall mean any information of the Seller Parties, GCI, or Purchaser (including but not limited to technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data,
financial plans, product plans, or a list or actual or potential customers or suppliers) which derives economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its
disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. For purposes of this
Agreement, “ Confidential Information ” means any valuable, non-public, competitively sensitive information (other than Trade Secrets)
concerning the Seller Parties’, GCI, or the Purchaser’s financial position, results of operations, annual and long-range business plans, product
or service plans, marketing plans and methods, training, educational and administrative manuals, client lists and employee lists; provided,
however, that Confidential Information shall not include information to the extent that it is or becomes publicly known or generally utilized
(other than because of the unauthorized disclosure of such information by the Seller Parties or Purchaser or their affiliates) by others engaged in
the same business or activities in which the Seller Parties or Purchaser utilized, developed or otherwise acquired such information.

         5.4          Assignment . Neither this Agreement nor any interest hereunder will be assignable in part or in whole by either party
without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld, conditioned or delayed.

         5.5        Governing Law and Venue . This Agreement is executed pursuant to and shall be interpreted and governed for all purposes
under the laws of the State of California. Any cause of action brought to enforce any provision of this Agreement shall be brought in Orange
County, California. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which
shall otherwise remain in full force and effect. This Agreement shall supersede any previous agreements, written or oral, expressed or implied,
between the parties relating to the subject matter hereof.


                                                                  Page 11 of 13
        5.6         Notices . Any notice, request, demand, or other communication given pursuant to the terms of this Agreement shall be
deemed given upon delivery, and may only be delivered or sent via hand delivery, facsimile, or by overnight courier, correctly addressed to the
addresses of the parties indicated below or at such other address as such party shall in writing have advised the other party.

           If to the Purchaser:   WeedMaps Media, Inc.
                                  1300 Dove Street, Suite 100
                                  Newport Beach, CA 92660
                                  Facsimile: (949) 515-1625

           with a copy to:        The Lebrecht Group, APLC
                                  9900 Research Dr.
                                  Irvine, CA 92618
                                  Attn: Brian A. Lebrecht, Esq.
                                  Facsimile: (949) 635-1244

           If to the Seller:      MMJMenu, LLC
                                  16632 E. Temple Drive
                                  Aurora, CO 80015
                                  Attn: Manager
                                  Facsimile: (888) 526-9350

        5.7        Amendment . No amendment, modification or supplement of any provision of this Agreement will be valid or effective
unless made in writing and signed by a duly authorized officer of each party.

       5.8       Waiver . No provision of this Agreement will be waived by any act, omission or knowledge of a party or its agents or
employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.

         5.9         Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under the applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

          5.10     Attorneys’ Fees . In the event that any suit, arbitration, legal action, proceeding or dispute between the parties arises in
connection with this Agreement, the prevailing party shall be entitled to recover all expenses, costs and fees, including reasonable attorney’s
fees, actually incurred in association with such action.

          5.11 Entire Agreement . This Agreement, including all exhibits, is the complete, final and exclusive understanding and agreement
of the parties and cancels and supersedes any and all prior negotiations, correspondence and agreements, whether oral or written, between the
parties respecting the subject matter of this Agreement.

[remainder of page intentionally left blank; signature page to follow]


                                                                  Page 12 of 13
         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written hereinabove.

“Seller Parties”                                                             “Purchaser”

MMJMenu, LLC,                                                                WeedMaps Media, Inc.,
a Colorado limited liability company                                         a Nevada corporation

/s/ Justin Weidmann                                                          /s/ James Pakulis
By:      Justin Weidmann                                                     By:    James Pakulis
Its:     Manager                                                             Its:   President

                                                                             “GCI”

                                                                             General Cannabis, Inc.,
                                                                             a Nevada corporation

/s/ Alex Weidmann
Alex Weidmann, an individual                                                 /s/ James Pakulis
                                                                             By:    James Pakulis
                                                                             Its:   Chief Executive Officer
/s/ Justin Weidmann
Justin Weidmann, an individual


                                                             Page 13 of 13
                                   Exhibit A

                                    Assets

1.    Domain Names .

     7030LAW.COM
     COLORAD07030.COM
     DISPENSARYSOFTWARE.NET
     HEYBUDS.COM
     MJMENU.COM
     MJREVIEW.NET (.ORG)
     MJREVU.COM
     MJTRACKER.COM
     MJVENU.COM
     MMJBLOGS.COM
     MMJBUD.COM
     MMJBUDS.COM
     MMJGRO.COM
     MMJGROU.COM (.NET .ORG)
     MMJGROWS.COM
     MMJME.NU
     MMJMENU.CO (.COM .NET .ORG)
     MMJMENUS.COM
     MMJREVIEW.COM (.ORG)
     MMJREVU.COM (.NET .ORG)
     MMJSTRAIN.COM
     MMJVENDER.COM
     MMJVENDOR.COM
     MMJVENU.COM (.NET .ORG)
     MMJVENUE.COM
     MMJVIEW.COM (.NET .ORG)
     MMJWEEKLY.COM
     MORETHANMMJ.COM
     PLANTOPATIENT.COM
     PLANT2PATIENT.COM


                                      A-1
2.    Trademarks or Trade Names .

     A.       The Service Mark for “mmjmenu”, Reg. No. 3,882,978.

3.     Other Assets .

     A.       All clients lists, mailing lists, and customer data.
     B.       2 Apple iMac Computers
     C.       4 Apple iPhones
     D.       2 Apple iPads
     E.       4 Computer Desks
     F.       4 Computer Chairs

4.     Contracts to be Assigned .

     To be inserted prior to Closing.


                                                                     A-2
           Exhibit B

Intellectual Property Assignment




              B-1
Exhibit C

Assignment




   C-1
                                                              Exhibit D

                                                         TERM SHEET
                                                               for
                                                   GENERAL CANNABIS, INC.
                                                    Updated December 16, 2011

Company:          General Cannabis, Inc., a Nevada corporation (the “Company”).

Offering:         200,000 shares of common stock

Capitalization:   Before the offering :

                      The Company is authorized to issue 200,000,000 shares of common stock and 20,000,000 shares of preferred stock.
                     There are 83,140,256 shares of common stock, and no shares of preferred stock, outstanding.
                      There are contractual obligations to issue another 16,000,000 shares of common stock through January 2014 if
                      certain financial milestones are met by one of our recently acquired subsidiaries.

                  After the offering:

                      There will be 83,340,256 shares of common stock issued and outstanding.

Subsidiaries:     The Company has eight wholly-owned subsidiaries, namely General Processing Corporation, a California corporation,
                  WeedMaps Media, Inc., a Nevada corporation, General Health Solutions, Inc., a California corporation, General
                  Merchant Services, Inc., a California corporation, General Marketing Solutions, Inc., a California corporation, General
                  Management Solutions, Inc., a California corporation, CannaCare Management, Inc., a California corporation, and LV
                  Luxuries Limited, a Nevada corporation.


                                                                 D-1
                                                                                                                                    EXHIBIT 3.1

                                                         AMENDED AND RESTATED
                                                      ARTICLES OF INCORPORATION
                                                                  OF
                                                        GENERAL CANNABIS, INC.

                                                             (Pursuant to NRS 78.403)

          The undersigned, being the President and Secretary, respectively, of General Cannabis, Inc., a Nevada Corporation, hereby certify that
pursuant to Unanimous Written Consent of the Board of Directors of said Corporation on October 28, 2010, and pursuant to Majority Written
Consent of the Shareholders of said Corporation on October 29, 2010, it was voted that these Amended and Restated Articles of Incorporation
be filed.

         The undersigned certify that all of the Articles of Incorporation are hereby amended and restated to read as follows:

                                                                          I.

 The name of the corporation is General Cannabis, Inc.

                                                                          II.

 It's resident agent and registered office in the State of Nevada is as follows:

                                                            Empire Stock Transfer, Inc.
                                                            1859 Whitney Mesa Drive
                                                             Henderson, NV 89014

                                                                         III.

 This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”. The total
number of shares of Common Stock which this Corporation is authorized to issue is Two Hundred Million (200,000,000) shares, par value
$0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Twenty Million (20,000,000) shares, par
value $0.001.

          The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the
“Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series,
and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such
designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a
“Preferred Stock Designation”) and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized
to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to
the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.


                                                                     Page 1 of 3
         A.        No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the
corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or
obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise
acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now
or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status,
and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations, and
for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or
any thereof, to any said holder.

         B.        The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, and
Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any
successor section, statute, or provision.

          C.       In addition, the Corporation elects not to be governed by the terms and provisions of Sections 78.2055 and NRS 78.207 of
the Nevada Revised Statutes requiring shareholder approval of forward and reverse splits in cases where there is no corresponding increase or
decrease in and to the number of Authorized shares of the class or series subject to the forward or reverse split and, therefore, shareholder
approval will not be required for the Board of Directors of this Corporation to authorize forward and reverse splits of this Corporation’s
securities without corresponding increases or decreases in and to the number of Authorized shares of the class or series subject to the forward
or reverse split.

         D.       No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the
effect of amending or repealing any of the provisions of this paragraph shall apply to or have any effect on any transaction involving
acquisition of control by any person, or any transaction with an interested stockholder, or any Board action with respect to Sections 78.2055
and 78.207 NRS, occurring prior to such amendment or repeal.


                                                                   Page 2 of 3
                                                                      IV.

          The governing body of this corporation shall be known as directors, and the number of directors of the corporation may be increased
or decreased in the manner provided in the Bylaws of the corporation; provided, that the number of directors shall never be less than one. In
the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the
number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by
said stockholders, may be filled by the remaining directors, though less than a quorum.

                                                                       V.

        The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph 1 of Section
78.037 of the General Corporation Law of the State of Nevada, as the same may be amended and supplemented.

                                                                      VI.

         The corporation shall, to the fullest extent permitted by Section 78.751 of the General Corporation Law of the State of Nevada, as the
same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and
against any and all expenses, liabilities, or other matters referred to in or covered by said section.

                                                                      VII.

 The corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

The filing of these Amended and Restated Articles shall be effective on November 19, 2010.

       The undersigned hereby certify that they have on this 29th day of October, 2010 executed these Amended and Restated Articles
amending and restating the Articles of Incorporation heretofore filed with the Secretary of State of Nevada.

/s/ James Pakulis                                                            /s/ Munjit Johal
James Pakulis, President                                                     Munjit Johal, Secretary


                                                                  Page 3 of 3
EXHIBIT 3.2
                         EXHIBIT 3.3

       BYLAWS

         OF

GENERAL CANNABIS, INC.

a Nevada corporation
                                                           BYLAWS
                                                              OF
                                                   GENERAL CANNABIS, INC.
                                                      a Nevada corporation

                                                            ARTICLE I
OFFICES                                                                                1
                  Section 1.          Principal Office                                 1
                  Section 2.          Other Offices                                    1

                                                         ARTICLE II
DIRECTORS - MANAGEMENT                                                                 1
              Section 1.           Powers, Standard of Care                            1
     A.       Powers                                                                   1
     B.       Standard of Care; Liability                                              1
     C.       Exception for Close Corporation                                          2
              Section 2.           Number and Qualification of Directors               2
              Section 3.           Election and Term of Office of Directors            2
              Section 4.           Vacancies                                           2
              Section 5.           Removal of Directors                                3
              Section 6.           Place of Meetings                                   3
              Section 7.           Annual Meetings                                     3
              Section 8.           Other Regular Meetings                              4
              Section 9.           Special Meetings/Notices                            4
              Section 10.          Waiver of Notice                                    4
              Section 11.          Quorums                                             5
              Section 12.          Adjournment                                         5
              Section 13.          Notice of Adjournment                               5
              Section 14.          Board of Directors Provided by Articles or Bylaws   5
              Section 15.          Directors Action by Unanimous Written Consent       5
              Section 16.          Compensation of Directors                           5
              Section 17.          Committees                                          5
              Section 18.          Meetings and Action of Committees                   6
              Section 19.          Advisory Directors                                  6
              Section 20.          Indemnification                                     6

                                                           ARTICLE III
OFFICERS                                                                               6
                  Section 1.          Officers                                         6
                  Section 2.          Election of Officers                             6
                  Section 3.          Subordinate Officers, Etc.                       7
                  Section 4.          Removal and Resignation of Officers              7
                  Section 5.          Vacancies                                        7
                  Section 6.          Chairman of the Board                            7


                                                                 i
               Section 7.   President and Chief Executive Officer       7
               Section 8.   Secretary                                   8
               Section 9.   Chief Financial Officer                     8

                                                 ARTICLE IV
SHAREHOLDERS' MEETINGS                                                   8
             Section 1.     Place of Meetings                            8
             Section 2.     Annual Meeting                               9
             Section 3.     Special Meetings                             9
             Section 4.     Notice of Meetings - Reports                 9
             Section 5.     Quorum                                      10
             Section 6.     Adjourned Meeting and Notice Thereof        10
             Section 7.     Waiver or Consent by Absent Shareholders    11
             Section 8.     Maintenance and Inspection of Bylaws        11
             Section 9.     Annual Report to Shareholders               12
             Section 10.    Financial Statements                        12
             Section 11.    Annual Statement of General Information     13

                                                  ARTICLE V
AMENDMENTS TO BYLAWS                                                    13
            Section 1.      Amendment by Shareholders                   13
            Section 2.      Amendment by Directors                      13
            Section 3.      Record of Amendments                        13

                                                 ARTICLE VI
MISCELLANEOUS                                                           13
             Section 1.     Certificates for Shares                     13
             Section 2.     Transfer on the Books                       14
             Section 3.     Lost or Destroyed Certificates              14
             Section 4.     Transfer Agents and Registrars              14
             Section 5.     Record Date; Closing Stock Transfer Books   14
             Section 6.     Legend Condition                            15
             Section 7.     Shareholders' Agreements                    15
             Section 8.     Effect of Shareholders' Agreements          15
             Section 9.     Subsidiary Corporations                     15
             Section 10.    Accounting Year                             15
             Section 11.    Form                                        15


                                                        ii
                                                                 BYLAWS
                                                                    OF
                                                          GENERAL CANNABIS, INC.
                                                            A Nevada Corporation

                                                                   ARTICLE I
                                                                    OFFICES

         Section 1.         Principal Office . The principal office for the transaction of business of the Corporation is hereby fixed and located
at 2183 Fairview Road, Suite 101, Costa Mesa, CA 92627. The location may be changed by the Board of Directors in their discretion, and
additional offices may be established and maintained at such other place or places, either within or outside of Nevada, as the Board of Directors
may from time to time designate.

         Section 2.       Other Offices . Branch or subordinate offices may at any time be established by the Board of Directors at any place
or places where the Corporation is qualified to do business.

                                                               ARTICLE II
                                                        DIRECTORS - MANAGEMENT

         Section 1.          Powers, Standard of Care .

                  A.        Powers : Subject to the provisions of the Nevada Corporations Code (hereinafter the “Act”), and subject to any
limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the Shareholders, or by the
outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the
direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the
Corporation to a management company or other persons, provided that the business and affairs of the Corporation shall be managed, and all
corporate powers shall be exercised, under the ultimate direction of the Board.

                  B.         Standard of Care; Liability :

                            (i) Each Director shall exercise such powers and otherwise perform such duties, in good faith, in the matters such
Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a
person in a like position would use under similar circumstances.

                            (ii)      In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports,
or statements, including financial statements and other financial data, in which case prepared or presented by:

                                   (a)          One or more officers or employees of the Corporation whom the Director believes to be reliable
and competent in the matters presented,


                                                                         1
                                     (b)     Counsel, independent accountants or other persons as to which the Director believes to be within
such person's professional or expert competence, or

                                   (c)        A Committee of the Board upon which the Director does not serve, as to matters within its
designated authority, which committee the Director believes to merit confidence, so long as in any such case the Director acts in good faith,
after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be
unwarranted.

                    C.        Exception for Close Corporation . Notwithstanding the provisions of Section 1 of this Article, in the event that the
Corporation shall elect to become a close corporation, its Shareholders may enter into a Shareholders' Agreement. Said Agreement may
provide for the exercise of corporate powers and the management of the business and affairs of the Corporation by the Shareholders; provided,
however, such agreement shall, to the extent and so long as the discretion or powers of the Board of Directors in its management of corporate
affairs is controlled by such agreement, impose upon each Shareholder who is a party hereof, liability for managerial acts performed or omitted
by such person pursuant thereto otherwise imposed upon Directors; and the Directors shall be relieved to that extent from such liability.

         Section 2.          Number and Qualification of Directors . The authorized number of Directors of the Corporation shall be at least
one (1) but not more than seven (7) until changed by a duly adopted amendment to the Articles of Incorporation or by an amend ment to this
Section 2 of Article II of these Bylaws, adopted by the vote or written consent of Shareholders entitled to exercise majority voting power as
provided in the Act.

         Section 3.          Election and Term of Office of Directors . Directors shall be elected at each annual meeting of the Shareholders to
hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified.

         Section 4.          Vacancies .

                   A.        Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a
quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the
Shareholders, or by a court order, may be filled only by the vote of a majority of the shares entitled to vote, represented at a duly held meeting
at which a quorum is present, or by the written consent of holders of the majority of the outstanding shares entitled to vote. Each Director so
elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

                 B.        A vacancy or vacancies on the Board of Directors shall be deemed to exist in the event of the death, resignation or
removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound
mind by an order of court or convicted of a felony.


                                                                        2
                  C.       The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

                   D.        Any Director may resign, effective on giving written notice to the Chairman of the Board, the President, the
Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a
Director is effective at a future time, the Board of Directors may, prior to the effective date of a Director's resignation, elect a successor to take
office when the resignation becomes effective.

                   E.       No reduction of the authorized number of Directors shall have the effect of removing any Director before that
Director's term of office expires.

         Section 5.         Removal of Directors .

                 A.       The entire Board of Directors, or any individual Director, may be removed from office as provided by the Act. In
such case, the remaining members, if any, of the Board of Directors may elect a successor Director to fill such vacancy for the remaining
unexpired term of the Director so removed.

                  B.       No Director may be removed (unless the entire Board is removed) when the votes cast against removal or not
consenting in writing to such removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total
number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote, were voted) and the entire number of
Directors authorized at the time of the Directors most recent election were then being elected; and when by the provisions of the Articles of
Incorporation the holders of the shares of any class or series voting as a class or series are entitled to elect one or more Directors, any Director
so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

          Section 6.         Place of Meetings . Regular meetings of the Board of Directors shall be held at any place within or outside the
state that has been designated from time to time by resolution of the Board. In the absence of such resolution, regular meetings shall be held at
the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the state that has
been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the
Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all
Directors participating in such meeting can hear one another, and all such Directors shall be deemed to have been present in person at such
meeting.

          Section 7.         Annual Meetings . Immediately following each annual meeting of Shareholders, the Board of Directors shall hold a
regular meeting for the purpose of organization, the election of officers and the transaction of other business. Notice of this meeting shall not
be required. Minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by the Act by the Secretary or
other officer designated for that purpose.


                                                                          3
         Section 8.        Other Regular Meetings .

                 A.      Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be
fixed by the Board of Directors. Such regular meetings may be held without notice, provided the time and place of such meetings has been
fixed by the Board of Directors, and further provided the notice of any change in the time of such meeting shall be given to all the
Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for such special
meetings of the Board of Directors.

                  B.       If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter.

         Section 9.         Special Meetings/Notices .

                  A.       Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman
of the Board or the President or any Vice President or the Secretary or any two Directors.

                   B.       Notice of the time and place for special meetings shall be delivered personally or by telephone to each Director or
sent by first class mail or telegram, charges prepaid, addressed to each Director at his or her address as it is shown in the records of the
Corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of holding the
meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or be telephone or to the
telegram company at least 48 hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be
communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will
promptly communicate same to the Director. The notice need not specify the purpose of the meeting, nor the place, if the meeting is to be held
at the principal executive office of the Corporation.

         Section 10.        Waiver of Notice .

                  A.       The transactions of any meeting of the Board of Directors, however called, noticed, or wherever held, shall be as
valid as though had at a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each
of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waivers of
notice or consent need not specify the purposes of the meeting. All such waivers, consents and approvals shall be filed with the corporate
records or made part of the minutes of the meeting.


                                                                         4
                    B.    Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such Director.

         Section 11.        Quorums . A majority of the authorized number of Directors shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 12 of this Article II. Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, subject to the provisions of
the Act. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any
action taken is approved by at least a majority of the required quorum for that meeting.

         Section 12.       Adjournment . A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting
to another time and place.

         Section 13.       Notice of Adjournment . Notice of the time and place of the holding of an adjourned meeting need not be given,
unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the
adjourned meeting to the Directors who were not present at the time of the adjournment.

          Section 14.         Board of Directors Provided by Articles or Bylaws . In the event only one Director is required by the Bylaws or the
Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the
Board of Directors shall be deemed or referred as such notice, waiver, etc., by the sole Director, who shall have all rights and duties and shall
be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described, as given to the Board of Directors.

         Section 15.        Directors Action by Unanimous Written Consent . Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a
writing signed individually or collectively by all members of the Board of Directors. Such consent shall be filed with the regular minutes of the
Board of Directors.

         Section 16.        Compensation of Directors . Directors, and members as such, shall not receive any stated salary for their services,
but by resolution of the Board of Directors, a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and
special meeting of the Board of Directors; provided, however, that nothing contained herein shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, employee or otherwise receiving compensation for such services.

         Section 17.      Committees . Committees of the Board of Directors may be appointed by resolution passed by a majority of the
whole Board. Committees shall be composed of two or more members of the Board of Directors. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall
have such powers as those held by the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors, except
those powers expressly made non-delegable by the Act.


                                                                        5
          Section 18.        Meetings and Action of Committees . Meetings and action of committees shall be governed by, and held and taken
in accordance with, the provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such changes in the context of those Sections as are
necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings
of the committees may be determined by resolution of the Board of Directors as well as the committee, and special meetings of committees
may also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt
rules for the government of any committee not inconsistent with the provisions of these Bylaws.

         Section 19.           Advisory Directors . The Board of Directors from time to time may elect one or more persons to be Advisory
Directors, who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to
perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation
to the Board of Directors. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is
prescribed, the title shall be held at the pleasure of the Board of Directors.

 Section 20.       Indemnification . The personal liability of the directors of the corporation is hereby eliminated to the fullest extent
permitted by paragraph 1 of Section 78.037 of the General Corporation Law of the State of Nevada, as the same may be amended and
supplemented.

 The corporation shall, to the fullest extent permitted by Section 78.751 of the General Corporation Law of the State of Nevada, as the same
may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against
any and all expenses, liabilities, or other matters referred to in or covered by said section.

                                                                  ARTICLE III
                                                                   OFFICERS

         Section 1.           Officers . The principal officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer
who may also be called Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any number of offices may be held by the same person.

         Section 2.         Election of Officers . The principal officers of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by the Board of Directors, and each shall serve at the
pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.


                                                                         6
        Section 3.         Subordinate Officers, Etc. The Board of Directors may appoint such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the
Bylaws or as the Board of Directors may from time to time determine.

         Section 4.         Removal and Resignation of Officers .

                  A.       Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with
or without cause, by a majority of the Directors at that time in office, at any regular or special meeting of the Board of Directors, or, except in
the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of
Directors.

                  B.       Any officer may resign at any time by giving written notice to the Board of Directors. Any resignation shall take
effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.

          Section 5.          Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in the Bylaws for regular appointments to that office.

         Section 6.         Chairman of the Board .

                 A.       The Chairman of the Board, if such an officer be elected, shall, if present, preside at the meetings of the Board of
Directors and exercise and perform such other powers and duties as may, from time to time, be assigned by the Board of Directors or
prescribed by the Bylaws. If there is no President, the Chairman of the Board shall, in addition, be the Chief Executive Officer of the
Corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

         Section 7.         President and Chief Executive Officer . Subject to such supervisory powers, if any, as may be given by the Board
of Directors to the Chairman of the Board, if there is such an officer, the President along with the Chief Executive Officer of the Corporation
shall, subject to the control of the Board of Directors, have general supervision, discretion and control of the business and officers of the
Corporation. The President or the Chief Executive Officer shall preside at all meetings of the Shareholders and, in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors. The President and Chief Executive Officer, jointly, shall have the
general powers and duties of management usually vested in the office of President and Chief Executive Officer of a corporation, each shall be
ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the Bylaws.


                                                                        7
         Section 8.         Secretary .

                  A.       The Secretary shall keep, or cause to be kept, a book of minutes of all meetings of the Board of Directors and
Shareholders at the principal office of the Corporation or such other place as the Board of Directors may order. The minutes shall include the
time and place of holding the meeting, whether regular or special, and if a special meeting, how authorized, the notice thereof given, and the
names of those present at Directors' and committee meetings, the number of shares present or represented at Shareholders' meetings and the
proceedings thereof.

                   B.       The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or at the office of the
Corporation's transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the
number and classes or shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.

                  C.       The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of
Directors required by the Bylaws or by law to be given. The Secretary shall keep the seal of the Corporation in safe custody, and shall have
such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

         Section 9.         Chief Financial Officer or Treasurer.

                   A.     The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, in the manner the Chief
Financial Officer deems appropriate in the best interest of the Corporation, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus)
and shares issued. The books of account shall, at all reasonable times, be open to inspection by any Director.

                   B.        The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the
Corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of
all of the transactions of the Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

                                                              ARTICLE IV
                                                        SHAREHOLDERS' MEETINGS

          Section 1.       Place of Meetings . Meetings of the Shareholders shall be held at any place within or outside the state of Nevada
designated by the Board of Directors. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive
office of the Corporation.


                                                                          8
         Section 2.         Annual Meeting .

                  A.       The annual meeting of the Shareholders shall be held, each year, as follows:

                           Time of Meeting:                             10:00 am
                           Date of Meeting:                             November 15

                  B.      If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same
time. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation and transact
such other business as may be properly brought before the meeting.

                  C.      If the above date is inconvenient, the annual meeting of Shareholders shall be held each year on a date and at a time
designated by the Board of Directors within ninety days of the above date upon proper notice to all Shareholders.

         Section 3.         Special Meetings .

                 A.       Special meetings of the Shareholders for any purpose or purposes whatsoever, may be called at any time by the
Board of Directors, the Chairman of the Board, the President, or by one or more Shareholders holding shares in the aggregate entitled to cast
not less than 10% of the votes at any such meeting. Except as provided in paragraph B below of this Section 3, notice shall be given as for the
annual meeting.

                   B.       If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in
writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally
or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, or the Secretary of the
Corporation. The officer receiving such request shall forthwith cause notice to be given to the Shareholders entitled to vote, in accordance with
the provisions of Sections 4 and 5 of this Article, indicating that a meeting will be held at the time requested by the person or persons calling
the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the
request, the person or persons requesting the meeting may give the notice in the manner provided in these Bylaws. Nothing contained in this
paragraph of this Section shall be construed as limiting, fixing or affecting the time when a meeting of Shareholders called by action of the
Board of Directors may be held.

         Section 4.         Notice of Meetings - Reports .

                    A.       Notice of any Shareholders meetings, annual or special, shall be given in writing not less than 10 days nor more than
60 days before the date of the meeting to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such
officer, or in the case of said Secretary or Assistant Secretary's neglect or refusal, by any Director or Shareholder.

                  B.        Such notices or any reports shall be given personally or by mail or other means of written communication as
provided in the Act and shall be sent to the Shareholder's address appearing on the books of the Corporation, or supplied by the Shareholder to
the Corporation for the purpose of notice, and in the absence thereof, as provided in the Act by posting notice at a place where the principal
executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the
principal executive office is located.


                                                                         9
                  C.       Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (i) in case of a
special meeting, the general nature of the business to be transacted and that no other business may be transacted, or (ii) in the case of an annual
meeting, those matters which the Board of Directors, at the date of mailing of notice, intends to present for action by the Shareholders. At any
meetings where Directors are elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented for
election.

                  D.    Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of
written communication. The officer giving such notice or report shall prepare and file in the minute book of the Corporation an affidavit or
declaration thereof.

                    E.       If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a Director has a
direct or indirect financial interest, (ii) an amendment to the Articles of Incorporation, (iii) a reorganization of the Corporation, (iv) dissolution
of the Corporation, or (v) a distribution to preferred Shareholders, the notice shall also state the general nature of such proposal.

         Section 5.         Quorum .

                  A.       The holders of a majority of the shares entitled to vote at a Shareholders' meeting, present in person, or represented
by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by the Act
or by these Bylaws.

                  B.      The Shareholders present at a duly called or held meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by a majority of the shares required to constitute a quorum.

         Section 6.          Adjourned Meeting and Notice Thereof .

                 A.       Any Shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to
time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no
other business may be transacted at such meeting.

                   B.      When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken, unless a new
record date for the adjourned meeting is fixed, or unless the adjournment is for more than 45 days from the date set for the original meeting, in
which case the Board of Directors shall set a new record date. Notice of any adjourned meeting shall be given to each Shareholder of record
entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article. At any adjourned meeting, the
Corporation may transact any business which might have been transacted at the original meeting.


                                                                         10
         Section 7.         Waiver or Consent by Absent Shareholders .

                  A.       The transactions of any meeting of Shareholders, either annual or special, however called and noticed, shall be valid
as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or
after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting or an approval of the minutes thereof.

                  B.        The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or
special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section
E of Section 4 of this Article, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

                   C.       Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except
that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice. A Shareholder or
Shareholders of the Corporation holding at least 5% in the aggregate of the outstanding voting shares of the Corporation may (i) inspect, and
copy the records of Shareholders' names and addresses and shareholdings during usual business hours upon five days prior written demand
upon the Corporation, and/or (ii) obtain from the transfer agent by paying such transfer agent's usual charges for such a list, a list of the
Shareholders' names and addresses who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record
date for which such list has been compiled or as of a date specified by the Shareholders subsequent to the day of demand. Such list shall be
made available by the transfer agent on or before the later of five days after the demand is received or the date specified therein as the date as of
which the list is to be compiled. The record of Shareholders shall also be open to inspection upon the written demand of any Shareholder or
holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to such holder's interest as a
Shareholder or as a holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or
attorney of such Shareholder or holder of a voting trust certificate making such demand.

           Section 8.         Maintenance and Inspection of Bylaws . The Corporation shall keep at its principal executive office, or if not in this
state, at its principal business office in this state, the original or a copy of the Bylaws amended to date, which shall be open to inspection by the
Shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the state and the
Corporation has no principal business office in this state, the Secretary shall, upon written request of any Shareholder, furnish to such
Shareholder a copy of the Bylaws as amended to date.


                                                                         11
         Section 9.         Annual Report to Shareholders .

                  A.       Provided the Corporation has 100 Shareholders or less, the Annual Report to Shareholders referred to in the Act is
expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other period
reports to Shareholders of the Corporation as they deem appropriate.

                   B.       Should the Corporation have 100 or more Shareholders, an Annual Report to Shareholders must be furnished not
later than 120 days after the end of each fiscal period. The Annual Report to Shareholders shall be sent at least 15 days before the annual
meeting of the Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article V of these Bylaws for
giving notice to Shareholders of the Corporation. The Annual Report to Shareholders shall contain a Balance Sheet as of the end of the fiscal
year, an Income Statement, and a Statement of Cash Flows or similar financial statements as the Chief Financial Officer deems appropriate in
the best interest of the Corporation, for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the
certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the
Corporation.

         Section 10.        Financial Statements .

                  A.       A copy of any annual financial statement and any Income Statement of the Corporation for each quarterly period of
each fiscal year, and any accompanying Balance Sheet of the Corporation as of the end of each such period, that has been prepared by the
Corporation shall be kept on file at the principal executive office of the Corporation for 12 months from the date of its execution, and each such
statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of such statement or a copy shall be made for
any such Shareholder.

                 B.        If a Shareholder or Shareholders holding at least 5% of the outstanding shares of any class of stock of the
Corporation make a written request to the Corporation for an Income Statement of the Corporation for the three month, six month or nine
month period of the then current fiscal year ended more than 30 days prior to the date of the request, and a Balance Sheet of the Corporation at
the end of such period, the Chief Financial Officer shall cause such statement to be prepared, if not already prepared, and shall deliver
personally or mail such statement or statements to the person making the request within 30 days after the receipt of such request. If the
Corporation has not sent to the Shareholders its Annual Report for the last fiscal year, this report shall likewise be delivered or mailed to such
Shareholder or Shareholders within 30 days after such request.

                  C.      The Corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last
annual, semi-annual or quarterly Income Statement which it has prepared and a Balance Sheet as of the end of such period. This quarterly
Income Statement and Balance Sheet referred to in this Section shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the Corporation or the certificate of authorized officer of the Corporation such that financial statements were prepared
without audit from the books and records of the Corporation.


                                                                        12
         Section 11.       Annual Statement of General Information . The Corporation shall, in a timely manner, in each year, file with the
Secretary of State of Nevada, on the prescribed form, the statement setting forth the authorized number of Directors, the names and complete
business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive
Officer, Secretary and Chief Financial Officer, the street address of its principal executive office or principal business office in this state and
the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the
Corporation for the purpose of the service of process, all in compliance with the Act.

                                                             ARTICLE V
                                                        AMENDMENTS TO BYLAWS

        Section 1.        Amendment by Shareholders . New Bylaws may be adopted or these Bylaws may be amended or repealed by the
vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of
Incorporation of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be
changed only by amendment to the Articles of Incorporation.

         Section 2.         Amendment by Directors . Subject to the rights of the Shareholders to adopt, amend or repeal the Bylaws, as
provided in Section 1 of this Article IX, and the limitations of the Act, the Board of Directors may adopt, amend or repeal any of these Bylaws
other than an amendment to the Bylaws changing the authorized number of Directors.

        Section 3.         Record of Amendments . Whenever an amendment or new Bylaw is adopted, it shall be copies in the corporate
book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at
which the repeal was enacted or written assent was filed shall be stated in the corporate book of Bylaws.

                                                                ARTICLE VI
                                                              MISCELLANEOUS

 Section 1.         Certificates for Shares .

          Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record
holder of the shares represented thereby; its number and date of issuance; the number of shares for which it is issued; a statement of the rights,
privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; and if the shares be assessable, or if assessments are collectible by personal action, a plain statement of such facts.


                                                                        13
          Every certificate for shares must be signed by the President or a Vice President and a Secretary or an Assistant Secretary, and must be
authenticated by the signature of the President and Secretary or an Assistant Secretary. No certificate or certificates for shares are to be issued
until such shares are fully paid, unless the Board authorizes the issuance of certificates or shares as partly paid, provided that such certificates
shall state the amount of consideration to be paid therefore and amount paid thereon.

 Section 2.         Transfer on the Books .

          Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction on its books.

 Section 3.          Lost or Destroyed Certificates .

         Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the
Directors so require, give the corporation a bond of indemnity, in the form and with one or more sureties satisfactory to the Board, in at least
double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same manner and for the same
number of shares as the one alleged to be lost or destroyed.

 Section 4.         Transfer Agents and Registrars .

         The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars, which shall be an
incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the
corporation may necessitate and Directors may designate.

 Section 5.          Record Date; Closing Stock Transfer Books .

          In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment
or any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any lawful action, the Board may
fix in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of such meeting nor more than
sixty (60) days prior to any other action. If no record date is fixed;

          (a)      The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the
close of the business on the business day next preceding the day on which notice is given or, if notice is waived, at close of business on the
business day next preceding the day on which the meeting is held.

          (b)       The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when
no prior action by the Board is necessary, shall be the day on which the first written consent is given.


                                                                         14
         (c)      The record date for determining Shareholders for any other purpose shall be the close of business on the day on which the
Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

          The Board of Directors may close the books of the company against transfers of shares during the whole or any part of such period.

 Section 6.            Legend Condition .

          In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend
condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and on the stub
relating thereto in the stock record book and shall not be required to transfer any shares free of such legend unless an amendment to such
permit or a new permit be first issued so authorizing said deletion.

          Section 7.       Shareholders' Agreements . Notwithstanding anything contained in this Article X to the contrary, in the event the
Corporation elects to become a close corporation, an agreement between two or more Shareholders thereof, if in writing and signed by the
parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided therein or in the Act, and
may otherwise modify the provisions contained in Article IV, herein as to Shareholders' meetings and actions.

         Section 8.         Effect of Shareholders' Agreements . Any Shareholders' Agreement authorized by the Act, shall only be effective to
modify the terms of these Bylaws if the Corporation elects to become a close corporation with the appropriate filing of an amendment to its
Articles of Incorporation as required by the Act and shall terminate when the Corporation ceases to be a close corporation. Any other
provisions of the Act or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall
be applicable.

          Section 9.          Subsidiary Corporations . Shares of the Corporation owned by a subsidiary shall not be entitled to vote on any
matter.

          Section 10.         Accounting Year . The accounting year of the Corporation shall be fixed by resolution of the Board of Directors.

         Section 11.          Form . The corporate seal shall be circular in form, and shall have inscribed thereon the name of the Corporation,
the date of its incorporation, and the word A Nevada @ to indicate the Corporation was incorporated pursuant to the laws of the State of Nevada.


                                                                        15
                                                     CERTIFICATE OF SECRETARY

                 I, the undersigned, certify that:

        1         I am the duly elected and acting secretary of General Cannabis, Inc., a Nevada corporation; and

        2         The foregoing Bylaws, consisting of 15 pages, are the Bylaws of this Corporation as adopted by the Board of Directors in
accordance with the Nevada Business Corporation Act and that such Bylaws have not been amended and are in full force and effect.

                 IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this Corporation on December 2, 2010.

                                                                      /s/ Munjit Johal
                                                                      Munjit Johal, Secretary
                                                                                                                                EXHIBIT 5.1


                                       THE LEBRECHT GROUP
                                          A PROFESSIONAL LAW CORPORATION

Brian A. Lebrecht, Esq.                                                                                               Craig V. Butler, Esq. *

                                                                                                                Admitted only in California*

                                                                April 18, 2012


SearchCore, Inc.
1300 Dove Street, Suite 100
Newport Beach, CA 92660

         Re:      SearchCore, Inc. Registration Statement on Form S-1 for an offering by (i) the Company of up to 5,000,000 shares of
                  common stock, and (ii) certain of the Company’s shareholders of up to 4,397,500 shares of common stock

Ladies and Gentlemen:

 We have acted as counsel to SearchCore, Inc. (formerly known as General Cannabis, Inc.), a Nevada corporation (the “Company”), in
connection with the proposed offering by (i) the Company of up to 5,000,000 shares of common stock, and (ii) certain of the Company’s
shareholders of up to 4,397,500 shares of the Company’s common stock (the “Securities”) pursuant to the Company's Registration Statement
on Form S-1, Amendment No. 8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the “Act”).

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1     and Item 601(b)(5)(i) of Regulation S-K.

 We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the offer,
issuance and sale of the Securities. Based on such review, we are of the opinion that the Securities have been duly authorized, legally issued,
fully paid and nonassessable.




IRVINE OFFICE:                                                                                                 SALT LAKE CITY OFFICE:

9900 RESEARCH DRIVE                                                                                  406 W. SOUTH JORDAN PARKWAY
IRVINE                                                                                                                         SUITE 160
CALIFORNIA • 92618                                                                                                       SOUTH JORDAN
                                                                                                                            UTAH • 84095
(949) 635-1240 • FAX (949) 635-1244                     www.thelebrechtgroup.com                         01) 983-4948 • FAX (801) 983-4958
SearchCore, Inc.
April 18, 2012
Page 2

         We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the
caption “Legal Matters” in the prospectus which is part of the Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and
Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

        This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed
herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any
other matters relating to the Company or the Securities.


                                                                        Sincerely,

                                                                        /s/ The Lebrecht Group, APLC

                                                                        The Lebrecht Group, APLC
                                                                                                                                 EXHIBIT 10.1

                                              SECURED PROMISSORY NOTE
Maker:     LC Luxuries Limited,                                                Holder: Justin Hartfield
           a Nevada corporation

Principal Amount: $900,000.00                              Rate: 0.35%                        Date: November 19, 2010

Promise to Pay: FOR VALUE RECEIVED, LC Luxuries Limited, a Nevada corporation (“Maker”), hereby promises to pay on or before
January 10, 2012 (the “Maturity Date”) to the order of Justin Hartfield (“Holder”), at 2183 Fairview Rd, Ste 101, Costa Mesa, California, or at
such other place or to such other party as the Holder may from time to time designate in writing, the principal sum of Nine Hundred Thousand
Dollars and no cents ($900,000.00), together with accrued interest on the unpaid principal from time to time outstanding, as set forth in this
Secured Promissory Note (this “Note”) until fully paid.

This Note is being issued in connection with that certain Agreement and Plan of Reorganization and Merger by and among Weedmaps, LLC, a
Nevada limited liability company, and its three members, namely Justin Hartfield, Keith Hoerling, and Douglas Francis (collectively, the
“Members”), on the one hand, and Maker and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of Maker (“LC Merger
Sub”), on the other hand, dated November 19, 2010 (the “Merger Agreement”).

Payment. The principal, together with all accrued interest on this Note shall be payable on the Maturity Date (the “Note
Payment”). This Note shall be payable by certified or bank cashier’s check or by wire transfer of immediately available funds to an account
designated by Holder in writing. Unless otherwise agreed or required by applicable law, all payments will be applied first to any charges, costs,
expenses or late fees then owed to Holder, next to unpaid accrued interest, with any balance applied to principal.

Fixed Interest Rate . Commencing the date hereof, this Note shall accrue interest on the unpaid principal from time to time outstanding at a
rate of 0.35% per annum. Accrued interest shall be due and payable concurrently with the Note Payment. In addition, accrued interest shall be
due and payable upon any prepayment (to the extent thereof), at the maturity hereof (whether by acceleration or otherwise) and, thereafter,
upon demand.

Prepayment. Prepayment of the principal and all accrued interest on this Note shall be allowed with the consent of Holder, and any such
prepayment shall be applied first to interest accrued but unpaid to such date on the outstanding principal balance hereof immediately preceding
such prepayment and then to reduction of the principal balance hereof.

Events of Default. Holder may, at its option, accelerate the maturity of this Note upon the occurrence of any of the following events (any one
of which shall be deemed an “Event of Default”), in which event the unpaid balance of this Note, together with accrued interest, shall become
immediately due and payable without demand or notice:
         1.       The failure by Maker to pay the Note Payment on or before the Maturity Date;

         2.       The material breach or failure by Maker to perform any covenant or undertaking of Maker in this Note or under the Merger
                  Agreement, and (other than failure by Maker to pay the Note Payment on or before the Maturity Date) each of such breach
                  or failure to perform is not cured within ten (10) days following the receipt by Maker of written notice thereof by Holder; or

         3.       In the event that Maker shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver,
                  custodian, trustee or liquidator of all or substantially all of its property, (B) make a general assignment for the benefit of
                  creditors, (C) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (D) be
                  adjudicated as bankrupt or insolvent, (E) file a petition or take advantage of any other law providing for the relief of debtors,
                  or (F) acquiesce to, or fail to have dismissed within forty-five (45) days, any petition filed against it in any involuntary case
                  under such bankruptcy law.

Security. This Note is secured by the Collateral, as that term is defined in that certain Security Agreement, of an even date herewith and
attached to the Merger Agreement as Exhibit C thereto, by and between Maker and LC Merger Sub, on the one hand, and the Members and
Justin Hartfield as the “Collateral Agent”, on the other hand (the “Security”).

Waivers and General Provisions. Maker expressly waives presentment, protest and demand, notice of protest, demand, intention to
accelerate the maturity of this Note and dishonor and nonpayment of this Note, and all other notices of any kind, and expressly agrees that this
Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of Maker and endorsers hereof.

No single or partial exercise of any power hereunder shall preclude other or further exercise thereof or the exercise of any other power. No
delay or omission on the part of the Holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other right
under this Note.

Attorneys’ Fees. If an action shall be brought on this Note, the losing party shall pay immediately upon demand all costs and expenses of the
prevailing party, including reasonable attorneys’ fees. The obligations set forth in this paragraph are separate and several, shall survive the
discharge of this Note and the merger of this Note into any judgment on this Note.


                                                                                                                                                   2
Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegal or invalid term or provision shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

Successors and Assigns. The provisions contained herein shall be binding upon, and inure to the benefit of, the heirs and successors of the
parties hereto. This Note may not be assigned by either party without the prior written consent of the other party, which consent shall not be
reasonably withheld.

Release. After the payment of all sums for which the Maker is obligated under this Note, the Holder shall deliver, or mail to the Maker at his
or her last known address, such one or more good and sufficient instruments as may be necessary to acknowledge payment in full and to release
the Security.

Governing Law. This Note, and every other agreement entered into or document signed in connection with this Note, shall be governed by
and construed in accordance with the laws of the State of California.

           IN WITNESS WHEREOF, the undersigned has caused this Secured Promissory Note to be executed at Costa Mesa, California as of
the date first set forth above.

                                                                          “Maker”

                                                                          LC Luxuries Limited, a Nevada corporation

                                                                           /s/ James Pakulis
                                                                          By:                           James Pakulis, CEO
                                                                                                              (print)


                                                                                                                                                   3
                                                                                                                                EXHIBIT 10.2

                                                        FIRST AMENDMENT TO
                                                     SECURED PROMISSORY NOTE

         This First Amendment to Secured Promissory Note (this “Amendment”) is made and entered into as of this 22nd day of February,
2011 by and between General Cannabis, Inc. (f/k/a LC Luxuries Limited), a Nevada corporation (the “Company”) and Justin Hartfield, an
individual (the “Holder”).

                                                                  RECITALS

 WHEREAS, the Company and the Holder are parties to that certain Secured Promissory Note dated as of November 19, 2010 in the original
principal amount of $900,000.00 (the “Original Agreement”);

 WHEREAS, the Maturity Date set forth in the Original Agreement was January 10, 2012;

 WHEREAS, both the Company and the Holder desire to amend the terms of the Original Agreement to change the Maturity Date as set forth
herein.

        NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1.      The Maturity Date as set forth in the Original Agreement shall be changed to June 30, 2012.

2.      Other than as set forth herein, the terms and conditions of Original Agreement shall remain in full force and effect.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

“Company”                                                                  “Holder”

General Cannabis, Inc.,
a Nevada corporation

/s/ James Pakulis                                                          /s/ Justin Hartfield
By:    James Pakulis                                                       By:     Justin Hartfield
Its:   CEO
                                                                                                                                 EXHIBIT 10.3

                                                     SECURED PROMISSORY NOTE

Maker:        LC Luxuries Limited,                                      Holder: Justin Hartfield
              a Nevada corporation

Principal Amount: $900,000.00                                    Rate: 0.35%                                          Date: November 19, 2010

Promise to Pay: FOR VALUE RECEIVED, LC Luxuries Limited, a Nevada corporation (“Maker”), hereby promises to pay on or before
January 10, 2013 (the “Maturity Date”) to the order of Justin Hartfield (“Holder”), at 2183 Fairview Rd, Ste 101, Costa Mesa, California, or at
such other place or to such other party as the Holder may from time to time designate in writing, the principal sum of Nine Hundred Thousand
Dollars and no cents ($900,000.00), together with accrued interest on the unpaid principal from time to time outstanding, as set forth in this
Secured Promissory Note (this “Note”) until fully paid.

This Note is being issued in connection with that certain Agreement and Plan of Reorganization and Merger by and among Weedmaps, LLC, a
Nevada limited liability company, and its three members, namely Justin Hartfield, Keith Hoerling, and Douglas Francis (collectively, the
“Members”), on the one hand, and Maker and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of Maker (“LC Merger
Sub”), on the other hand, dated November 19, 2010 (the “Merger Agreement”).

Payment. The principal, together with all accrued interest on this Note shall be payable on the Maturity Date (the “Note
Payment”). This Note shall be payable by certified or bank cashier’s check or by wire transfer of immediately available funds to an account
designated by Holder in writing. Unless otherwise agreed or required by applicable law, all payments will be applied first to any charges, costs,
expenses or late fees then owed to Holder, next to unpaid accrued interest, with any balance applied to principal.

Fixed Interest Rate . Commencing the date hereof, this Note shall accrue interest on the unpaid principal from time to time outstanding at a
rate of 0.35% per annum. Accrued interest shall be due and payable concurrently with the Note Payment. In addition, accrued interest shall be
due and payable upon any prepayment (to the extent thereof), at the maturity hereof (whether by acceleration or otherwise) and, thereafter,
upon demand.

Prepayment. Prepayment of the principal and all accrued interest on this Note shall be allowed with the consent of Holder, and any such
prepayment shall be applied first to interest accrued but unpaid to such date on the outstanding principal balance hereof immediately preceding
such prepayment and then to reduction of the principal balance hereof.

Events of Default. Holder may, at its option, accelerate the maturity of this Note upon the occurrence of any of the following events (any one
of which shall be deemed an “Event of Default”), in which event the unpaid balance of this Note, together with accrued interest, shall become
immediately due and payable without demand or notice:


                                                                        1
         1.       The failure by Maker to pay the Note Payment on or before the Maturity Date;

         2.       The material breach or failure by Maker to perform any covenant or undertaking of Maker in this Note or under the Merger
                  Agreement, and (other than failure by Maker to pay the Note Payment on or before the Maturity Date) each of such breach
                  or failure to perform is not cured within ten (10) days following the receipt by Maker of written notice thereof by Holder; or

         3.       In the event that Maker shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver,
                  custodian, trustee or liquidator of all or substantially all of its property, (B) make a general assignment for the benefit of
                  creditors, (C) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (D) be
                  adjudicated as bankrupt or insolvent, (E) file a petition or take advantage of any other law providing for the relief of debtors,
                  or (F) acquiesce to, or fail to have dismissed within forty-five (45) days, any petition filed against it in any involuntary case
                  under such bankruptcy law.

Security. This Note is secured by the Collateral, as that term is defined in that certain Security Agreement, of an even date herewith and
attached to the Merger Agreement as Exhibit C thereto, by and between Maker and LC Merger Sub, on the one hand, and the Members and
Justin Hartfield as the “Collateral Agent”, on the other hand (the “Security”).

Waivers and General Provisions. Maker expressly waives presentment, protest and demand, notice of protest, demand, intention to
accelerate the maturity of this Note and dishonor and nonpayment of this Note, and all other notices of any kind, and expressly agrees that this
Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of Maker and endorsers hereof.

No single or partial exercise of any power hereunder shall preclude other or further exercise thereof or the exercise of any other power. No
delay or omission on the part of the Holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other right
under this Note.

Attorneys’ Fees. If an action shall be brought on this Note, the losing party shall pay immediately upon demand all costs and expenses of the
prevailing party, including reasonable attorneys’ fees. The obligations set forth in this paragraph are separate and several, shall survive the
discharge of this Note and the merger of this Note into any judgment on this Note.


                                                                        2
Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegal or invalid term or provision shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

Successors and Assigns. The provisions contained herein shall be binding upon, and inure to the benefit of, the heirs and successors of the
parties hereto. This Note may not be assigned by either party without the prior written consent of the other party, which consent shall not be
reasonably withheld.

Release. After the payment of all sums for which the Maker is obligated under this Note, the Holder shall deliver, or mail to the Maker at his
or her last known address, such one or more good and sufficient instruments as may be necessary to acknowledge payment in full and to release
the Security.

Governing Law. This Note, and every other agreement entered into or document signed in connection with this Note, shall be governed by
and construed in accordance with the laws of the State of California.

            IN WITNESS WHEREOF, the undersigned has caused this Secured Promissory Note to be executed at Costa Mesa, California as of
the date first set forth above.

                                                                         “Maker”

                                                                         LC Luxuries Limited, a Nevada corporation

                                                                          /s/ James Pakulis
                                                                         By:                           James Pakulis, CEO
                                                                                                          (print)



                                                                         3
                                                                                                                                 EXHIBIT 10.4

                                                      SECURED PROMISSORY NOTE

Maker:     LC Luxuries Limited,                                             Holder: Keith Hoerling
           a Nevada corporation

Principal Amount: $900,000.00                              Rate: 0.35%                        Date: November 19, 2010

Promise to Pay: FOR VALUE RECEIVED, LC Luxuries Limited, a Nevada corporation (“Maker”), hereby promises to pay on or before
January 10, 2012 (the “Maturity Date”) to the order of Keith Hoerling (“Holder”), at 2183 Fairview Rd, Ste 101, Costa Mesa, California, or at
such other place or to such other party as the Holder may from time to time designate in writing, the principal sum of Nine Hundred Thousand
Dollars and no cents ($900,000.00), together with accrued interest on the unpaid principal from time to time outstanding, as set forth in this
Secured Promissory Note (this “Note”) until fully paid.

This Note is being issued in connection with that certain Agreement and Plan of Reorganization and Merger by and among Weedmaps, LLC, a
Nevada limited liability company, and its three members, namely Justin Hartfield, Keith Hoerling, and Douglas Francis (collectively, the
“Members”), on the one hand, and Maker and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of Maker (“LC Merger
Sub”), on the other hand, dated November 19, 2010 (the “Merger Agreement”).

Payment. The principal, together with all accrued interest on this Note shall be payable on the Maturity Date (the “Note
Payment”). This Note shall be payable by certified or bank cashier’s check or by wire transfer of immediately available funds to an account
designated by Holder in writing. Unless otherwise agreed or required by applicable law, all payments will be applied first to any charges, costs,
expenses or late fees then owed to Holder, next to unpaid accrued interest, with any balance applied to principal.

Fixed Interest Rate . Commencing the date hereof, this Note shall accrue interest on the unpaid principal from time to time outstanding at a
rate of 0.35% per annum. Accrued interest shall be due and payable concurrently with the Note Payment. In addition, accrued interest shall be
due and payable upon any prepayment (to the extent thereof), at the maturity hereof (whether by acceleration or otherwise) and, thereafter,
upon demand.

Prepayment. Prepayment of the principal and all accrued interest on this Note shall be allowed with the consent of Holder, and any such
prepayment shall be applied first to interest accrued but unpaid to such date on the outstanding principal balance hereof immediately preceding
such prepayment and then to reduction of the principal balance hereof.

Events of Default. Holder may, at its option, accelerate the maturity of this Note upon the occurrence of any of the following events (any one
of which shall be deemed an “Event of Default”), in which event the unpaid balance of this Note, together with accrued interest, shall become
immediately due and payable without demand or notice:


                                                                        1
         1.       The failure by Maker to pay the Note Payment on or before the Maturity Date;

         2.       The material breach or failure by Maker to perform any covenant or undertaking of Maker in this Note or under the Merger
                  Agreement, and (other than failure by Maker to pay the Note Payment on or before the Maturity Date) each of such breach
                  or failure to perform is not cured within ten (10) days following the receipt by Maker of written notice thereof by Holder; or

         3.       In the event that Maker shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver,
                  custodian, trustee or liquidator of all or substantially all of its property, (B) make a general assignment for the benefit of
                  creditors, (C) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (D) be
                  adjudicated as bankrupt or insolvent, (E) file a petition or take advantage of any other law providing for the relief of debtors,
                  or (F) acquiesce to, or fail to have dismissed within forty-five (45) days, any petition filed against it in any involuntary case
                  under such bankruptcy law.

Security. This Note is secured by the Collateral, as that term is defined in that certain Security Agreement, of an even date herewith and
attached to the Merger Agreement as Exhibit C thereto, by and between Maker and LC Merger Sub, on the one hand, and the Members and
Justin Hartfield as the “Collateral Agent”, on the other hand (the “Security”).

Waivers and General Provisions. Maker expressly waives presentment, protest and demand, notice of protest, demand, intention to
accelerate the maturity of this Note and dishonor and nonpayment of this Note, and all other notices of any kind, and expressly agrees that this
Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of Maker and endorsers hereof.

No single or partial exercise of any power hereunder shall preclude other or further exercise thereof or the exercise of any other power. No
delay or omission on the part of the Holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other right
under this Note.

Attorneys’ Fees. If an action shall be brought on this Note, the losing party shall pay immediately upon demand all costs and expenses of the
prevailing party, including reasonable attorneys’ fees. The obligations set forth in this paragraph are separate and several, shall survive the
discharge of this Note and the merger of this Note into any judgment on this Note.


                                                                        2
Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegal or invalid term or provision shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

Successors and Assigns. The provisions contained herein shall be binding upon, and inure to the benefit of, the heirs and successors of the
parties hereto. This Note may not be assigned by either party without the prior written consent of the other party, which consent shall not be
reasonably withheld.

Release. After the payment of all sums for which the Maker is obligated under this Note, the Holder shall deliver, or mail to the Maker at his
or her last known address, such one or more good and sufficient instruments as may be necessary to acknowledge payment in full and to release
the Security.

Governing Law. This Note, and every other agreement entered into or document signed in connection with this Note, shall be governed by
and construed in accordance with the laws of the State of California.

           IN WITNESS WHEREOF, the undersigned has caused this Secured Promissory Note to be executed at Costa Mesa, California as of
the date first set forth above.

                                                                          “Maker”

                                                                          LC Luxuries Limited, a Nevada corporation

                                                                           /s/ James Pakulis
                                                                          By:                           James Pakulis, CEO
                                                                                                              (print)


                                                                         3
                                                                                                                                EXHIBIT 10.5

                                                        FIRST AMENDMENT TO
                                                     SECURED PROMISSORY NOTE

         This First Amendment to Secured Promissory Note (this “Amendment”) is made and entered into as of this 22nd day of February,
2011 by and between General Cannabis, Inc. (f/k/a LC Luxuries Limited), a Nevada corporation (the “Company”) and Keith Hoerling, an
individual (the “Holder”).

                                                                  RECITALS

 WHEREAS, the Company and the Holder are parties to that certain Secured Promissory Note dated as of November 19, 2010 in the original
principal amount of $900,000.00 (the “Original Agreement”);

 WHEREAS, the Maturity Date set forth in the Original Agreement was January 10, 2012;

 WHEREAS, both the Company and the Holder desire to amend the terms of the Original Agreement to change the Maturity Date as set forth
herein.

        NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1.      The Maturity Date as set forth in the Original Agreement shall be changed to June 30, 2012.

2.      Other than as set forth herein, the terms and conditions of Original Agreement shall remain in full force and effect.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

“Company”                                                          “Holder”

General Cannabis, Inc.,
a Nevada corporation

/s/ James Pakulis                                                  /s/ Keith Hoerling
By:        James Pakulis                                           By:        Keith Hoerling
Its:      CEO
                                                                                                                                 EXHIBIT 10.6

                                                     SECURED PROMISSORY NOTE

Maker:        LC Luxuries Limited,                                      Holder: Keith Hoerling
              a Nevada corporation

Principal Amount: $900,000.00                                    Rate: 0.35%                                          Date: November 19, 2010

Promise to Pay: FOR VALUE RECEIVED, LC Luxuries Limited, a Nevada corporation (“Maker”), hereby promises to pay on or before
January 10, 2013 (the “Maturity Date”) to the order of Keith Hoerling (“Holder”), at 2183 Fairview Rd, Ste 101, Costa Mesa, California, or at
such other place or to such other party as the Holder may from time to time designate in writing, the principal sum of Nine Hundred Thousand
Dollars and no cents ($900,000.00), together with accrued interest on the unpaid principal from time to time outstanding, as set forth in this
Secured Promissory Note (this “Note”) until fully paid.

This Note is being issued in connection with that certain Agreement and Plan of Reorganization and Merger by and among Weedmaps, LLC, a
Nevada limited liability company, and its three members, namely Justin Hartfield, Keith Hoerling, and Douglas Francis (collectively, the
“Members”), on the one hand, and Maker and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of Maker (“LC Merger
Sub”), on the other hand, dated November 19, 2010 (the “Merger Agreement”).

Payment. The principal, together with all accrued interest on this Note shall be payable on the Maturity Date (the “Note
Payment”). This Note shall be payable by certified or bank cashier’s check or by wire transfer of immediately available funds to an account
designated by Holder in writing. Unless otherwise agreed or required by applicable law, all payments will be applied first to any charges, costs,
expenses or late fees then owed to Holder, next to unpaid accrued interest, with any balance applied to principal.

Fixed Interest Rate . Commencing the date hereof, this Note shall accrue interest on the unpaid principal from time to time outstanding at a
rate of 0.35% per annum. Accrued interest shall be due and payable concurrently with the Note Payment. In addition, accrued interest shall be
due and payable upon any prepayment (to the extent thereof), at the maturity hereof (whether by acceleration or otherwise) and, thereafter,
upon demand.

Prepayment. Prepayment of the principal and all accrued interest on this Note shall be allowed with the consent of Holder, and any such
prepayment shall be applied first to interest accrued but unpaid to such date on the outstanding principal balance hereof immediately preceding
such prepayment and then to reduction of the principal balance hereof.

Events of Default. Holder may, at its option, accelerate the maturity of this Note upon the occurrence of any of the following events (any one
of which shall be deemed an “Event of Default”), in which event the unpaid balance of this Note, together with accrued interest, shall become
immediately due and payable without demand or notice:


                                                                        1
         1.       The failure by Maker to pay the Note Payment on or before the Maturity Date;

         2.       The material breach or failure by Maker to perform any covenant or undertaking of Maker in this Note or under the Merger
                  Agreement, and (other than failure by Maker to pay the Note Payment on or before the Maturity Date) each of such breach
                  or failure to perform is not cured within ten (10) days following the receipt by Maker of written notice thereof by Holder; or

         3.       In the event that Maker shall (A) apply for or consent to the appointment of, or the taking of possession by, a receiver,
                  custodian, trustee or liquidator of all or substantially all of its property, (B) make a general assignment for the benefit of
                  creditors, (C) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (D) be
                  adjudicated as bankrupt or insolvent, (E) file a petition or take advantage of any other law providing for the relief of debtors,
                  or (F) acquiesce to, or fail to have dismissed within forty-five (45) days, any petition filed against it in any involuntary case
                  under such bankruptcy law.

Security. This Note is secured by the Collateral, as that term is defined in that certain Security Agreement, of an even date herewith and
attached to the Merger Agreement as Exhibit C thereto, by and between Maker and LC Merger Sub, on the one hand, and the Members and
Justin Hartfield as the “Collateral Agent”, on the other hand (the “Security”).

Waivers and General Provisions. Maker expressly waives presentment, protest and demand, notice of protest, demand, intention to
accelerate the maturity of this Note and dishonor and nonpayment of this Note, and all other notices of any kind, and expressly agrees that this
Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of Maker and endorsers hereof.

No single or partial exercise of any power hereunder shall preclude other or further exercise thereof or the exercise of any other power. No
delay or omission on the part of the Holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other right
under this Note.

Attorneys’ Fees. If an action shall be brought on this Note, the losing party shall pay immediately upon demand all costs and expenses of the
prevailing party, including reasonable attorneys’ fees. The obligations set forth in this paragraph are separate and several, shall survive the
discharge of this Note and the merger of this Note into any judgment on this Note.


                                                                        2
Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegal or invalid term or provision shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

Successors and Assigns. The provisions contained herein shall be binding upon, and inure to the benefit of, the heirs and successors of the
parties hereto. This Note may not be assigned by either party without the prior written consent of the other party, which consent shall not be
reasonably withheld.

Release. After the payment of all sums for which the Maker is obligated under this Note, the Holder shall deliver, or mail to the Maker at his
or her last known address, such one or more good and sufficient instruments as may be necessary to acknowledge payment in full and to release
the Security.

Governing Law. This Note, and every other agreement entered into or document signed in connection with this Note, shall be governed by
and construed in accordance with the laws of the State of California.

           IN WITNESS WHEREOF, the undersigned has caused this Secured Promissory Note to be executed at Costa Mesa, California as of
the date first set forth above.

                                                                         “Maker”

                                                                         LC Luxuries Limited, a Nevada corporation

                                                                          /s/ James Pakulis
                                                                         By:                           James Pakulis, CEO
                                                                                                          (print)



                                                                         3
                                                                                                                                   EXHIBIT 10.7
                                                          SECURITY AGREEMENT

         This SECURITY AGREEMENT is dated as of November 19, 2010 by and between LC Luxuries Limited, a Nevada corporation (“
LCLX ”) and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of LCLX (“ LC Merger Sub ” and, together with LCLX,
“ LCLL ”) on the one hand, and on the other hand, Justin Hartfield, Keith Hoerling and Douglas Francis (each a “ Secured Party ”, and
collectively, the “ Secured Parties ”), and Justin Hartfield as the “Collateral Agent” (as defined in Section 1 herein below).

                                                                 WITNESSETH:

       WHEREAS , LCLX, LC Merger Sub and the Secured Parties have entered into that certain Agreement and Plan of Reorganization
and Merger of even date herewith (the “ Merger Agreement ”), pursuant to which Weedmaps, LLC, a Nevada limited liability company (the “
Company ”) shall be merged with and into LC Merger Sub (the “ Merger ”); and

      WHEREAS , in connection with the Merger, the Secured Parties have agreed to exchange all of their membership interests in the
Company for cash and equity consideration to be paid by LCLX; and

         WHEREAS , one million eight hundred thousand dollars ($1,800,000.00) of the cash consideration in connection with the Merger is
payable by LCLX pursuant to three secured promissory notes that are due and payable on January 10, 2012 (the “ 2012 Promissory Notes ”)
and an additional one million eight hundred thousand dollars ($1,800,000.00) of the cash consideration is payable by LCLX pursuant to three
secured promissory notes that are due and payable on January 10, 2013 (the “ 2013 Promissory Notes ” and together with the 2012 Promissory
Notes, the “ Notes ”, and each individually, a “ Note ”); and

          WHEREAS , in order to induce the Secured Parties to accept the Notes as partial consideration in exchange for their membership
interests in the Company, LCLL has agreed to enter into this Security Agreement and to grant the Secured Parties a security interest in the
Collateral described below.

        NOW, THEREFORE , in consideration of the promises and mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

         1.        Defined Terms . The following terms shall have the following respective meanings:

                   “ Affiliate ” means with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or
indirect common control with such other Person, where “ control ” means the possession, directly or indirectly, of the power to direct or cause
the direction of the management policies of a Person, through the ownership of voting securities, by contract, as trustee, as executor or
otherwise


                                                                         1
                   “ Collateral ” means: (i) all tangible and intangible personal property assets of the Company as more specifically set forth on
Exhibit A hereto now owned or at any time hereafter acquired by the Company or in which the Company now has or at any time in the future
may acquire any right, title or interest; and (ii) one hundred percent of the membership interests in the Company held by the Secured Parties
prior to the closing of the Merger and that were exchanged in connection therewith.

                  “ Collateral Agent ” means the designated representative of the Secured Parties for purposes of exercising rights of the
Secured Parties hereunder with respect to the Collateral and otherwise.

                   “ Events of Default ” shall have the meaning ascribed to it in the Notes.

                   “ Lien ” means the security interest in the Collateral established by this Security Agreement.

                   “ Person ” means any individual or entity, including a corporation, limited liability company, association, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or government (or any department, agency, or political
subdivision thereof).

                    “ Secured Obligations ” means any and all obligations of LCLL to the Secured Parties for principal, interest (including
without limitation interest that, but for the filing of a petition in bankruptcy with respect to LCLL, would accrue on such obligations, whether
or not a claim is allowed against LCLL for such interest in the related bankruptcy proceeding), fees, charges, expenses, indemnities or
otherwise, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or
recovered directly or indirectly from Secured Parties as a preference, fraudulent transfer or otherwise, and all obligations of every nature of
LCLL whether now existing or hereafter arising, under, out of or in connection with the Merger Agreement, the Notes and the Security
Documents.

                  “ Security Documents ” means this Security Agreement, any copyright security agreement, any patent security agreement,
any trademark security agreement, any control agreements and each other security agreement, instrument or document executed and delivered
or otherwise entered into to secure the Secured Obligations.

                  “ UCC ” means the Uniform Commercial Code, as in effect from time to time, of the State of California or of any other state
the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests.

                  All other capitalized terms used but not otherwise defined herein have the meanings given to them in the Notes, and if not
defined in the Notes the in the Merger Agreement. All other undefined terms contained in this Security Agreement, unless the context indicates
otherwise, have the meanings provided for by the UCC to the extent the same are used or defined therein.

          2.         Grant Of Lien . As collateral security for the full and prompt payment when due (whether at stated maturity, by acceleration
or otherwise) of, and the performance of, all of the Secured Obligations, LCLX and LC Merger Sub, on behalf of themselves and on behalf of
all of their respective Affiliates, hereby assign, convey, mortgage, pledge, hypothecate and transfer to the Secured Parties and hereby grant to
the Secured Parties for their benefit, to secure the payment and performance in full of all of the Secured Obligations, a continuing security
interest in, lien on, assignment of and right of set-off against, all of the Collateral, whether now owned or existing or hereafter acquired or
arising, regardless of where located.


                                                                         2
         3.        Perfection And Protection Of Security Interest .

                   (a)       LCLL shall, at its own expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain,
protect, and enforce the Secured Parties’ Liens in and to the Collateral, including: (i) executing, delivering and/or filing and recording
financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii)
delivering to the Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse
receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) when an
Event of Default has occurred and is continuing, transferring Standard Inventory to warehouses or other locations designated by the Collateral
Agent; (iv) placing notations on the books of account of LCLX or of its relevant Affiliate to disclose the Secured Parties’ security interest; and
(v) taking such other steps as the Collateral Agent reasonably deems necessary or desirable to perfect, maintain and protect the Secured Parties’
Liens in and to the Collateral. To the extent permitted by applicable law, the Collateral Agent may file, without the Company’s signature, one
or more financing statements disclosing the Secured Parties’ Liens in and to the Collateral. LCLL agrees that a carbon, photographic,
photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.

                     (b)       If any Collateral is at any time in the possession or control of any warehouseman, bailee or LCLX’s or its
Affiliates’ agents or processors, then LCLX shall notify the Collateral Agent thereof and, upon request by the Collateral Agent, shall obtain a
bailee letter acknowledged by the bailee that notifies such Person of the Secured Parties’ Lien in and to such Collateral and instructs such
Person to hold all such Collateral for the Secured Parties’ account subject to the Collateral Agent’s instructions, unless the Collateral Agent
agrees in writing to waive such bailee letter requirement. If at any time any Collateral is located in any operating facility of LCLX or of one of
its Affiliates that is leased by LCLX or the Affiliate, then LCLX shall notify the Collateral Agent thereof and, upon request by the Collateral
Agent, shall obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Collateral Agent, that
waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral.

                   (c)       From time to time, LCLL shall, upon the Collateral Agent’s request, execute and deliver confirmatory written
instruments pledging the Collateral to the Secured Parties, but LCLL’s failure to do so shall not affect or limit any Lien or any other rights of
the Secured Parties in and to the Collateral with respect to LCLL or any of their Affiliates. So long as there are amounts owing under the Notes
and until all Secured Obligations have been paid in full in cash, the Secured Parties’ Lien in and to the Collateral shall continue in full force
and effect in and to all Collateral.


                                                                         3
         4.        Location of Collateral . LCLX shall, within 10 days of the request from the Collateral Agent, deliver to the Collateral Agent
a standard form collateral location certificate, completed and supplemented with schedules, to the reasonable satisfaction of the Collateral
Agent, and signed by an officer of LCLX. LCLX, on behalf of itself and its Affiliates, covenants and agrees that it will not (i) maintain any
material Collateral (other than Collateral in transit) at any location other than those locations listed in such certificate, or (ii) otherwise change
or add to any of such location.

          5.        Title to, Liens on, and Sale and Use of Collateral; Insurance . LCLL represents and warrants to the Secured Party and agrees
with the Secured Party that: (a) all of the Collateral is and will continue to be owned by LCLL, or one of their Affiliates, free and clear of all
liens whatsoever; (b) the Secured Parties’ Lien in and to the Collateral will be prior to all liens and there are no other liens existing on the date
hereof; (c) LCLL will cause the Collateral to be used, stored, and maintained with all reasonable care and such Collateral will be used for
lawful purposes only; and (d) each insurance policy maintained by LCLL shall be amended to include the Collateral and shall be validly
existing and in full force and effect until the Secured Obligations have been paid in full. LCLL is not in default in any material respect under
the provisions of any insurance policy, and LCLL is not aware of any facts which, with the giving of notice or passage of time (or both), would
result in such a default under any material provision of any such insurance policy.

          6.         Access and Examination . LCLL shall permit representatives and independent contractors of the Secured Parties (at the
expense of LCLL, not to exceed two (2) times per year, unless an Event of Default has occurred and is continuing) to visit and inspect any of
its and its Affiliates’ respective properties, to examine its and its Affiliates’ respective corporate, financial, and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers and independent public
accountants, at such reasonable times during normal business hours and as soon as may be reasonably desired, upon reasonable advance notice
to LCLL; provided , however , when an Event of Default exists, the Secured Parties may do any of the foregoing at the expense of LCLL at any
time during normal business hours and with reasonable advance notice. LCLL will deliver to the Collateral Agent any instrument necessary for
the Collateral Agent to obtain records from any service bureau maintaining records for LCLL or any of its Affiliates. The Collateral Agent
may, at any time when an Event of Default exists, and at LCLL’s expense, make copies of all of LCLL’s and its Affiliates books and records,
or require LCLL to deliver such copies to any of the Secured Parties. So long as an Event of Default has occurred and is continuing, the
Collateral Agent may, without expense to any Secured Party, use such of LCLL’s respective personnel, supplies, and real property as may be
reasonably necessary for maintaining or enforcing the Secured Parties’ Lien in and to the Collateral. Each Secured Party shall have the right, at
any time, in the Secured Party’s name or in the name of a nominee of the Secured Party, to verify the validity, amount or any other matter
relating to the Collateral, by mail, telephone, or otherwise. All access, information, records and materials received by each and every Secured
Party from LCLL or one of its Affiliates shall be held in strict confidence and shall be used solely for purposes related to this Agreement.


                                                                          4
          7.        Collateral Reporting . LCLL shall provide the Collateral Agent with such reports and information as the Collateral Agent
may from time to time reasonably request regarding the Collateral, in form and substance reasonably acceptable to the Collateral Agent,
including copies of any reports, certificates, appraisals or other documents prepared for, or on behalf of, any lender to LCLL or one of its
Affiliates, and with the delivery of each of the foregoing, a certificate of LCLL executed by an officer thereof certifying as to the accuracy and
completeness of the foregoing. If any of LCLL’s or its Affiliates’ records or reports regarding the Collateral are prepared by an accounting
firm, LCLL hereby authorizes such service to deliver such records, reports, and related documents to the Secured Party in accordance with the
foregoing provisions.

          8.         Right to Cure . If an Event of Default exists and is continuing, the Secured Parties may, in their discretion, pay any amount
or do any act required of LCLL hereunder or under the Merger Agreement or Notes under any other loan or security document in order to
preserve, protect, maintain or enforce the Secured Obligations, the Collateral or the Secured Parties’ Lien therein and thereto, and which LCLL
fails to pay or do, including payment of any judgment against LCLL, any insurance premium, any warehouse charge, any finishing or
processing charge, any landlord’s or bailee’s claim, and any other lien upon or with respect to the Collateral. All payments that the Secured
Parties make under this Section 8 and all reasonable out-of-pocket costs and expenses that the Secured Parties pay or incur in connection with
any action taken by any of them hereunder shall constitute Secured Obligations hereunder and shall be payable by LCLL on demand. Any
payment made or other action taken by the Secured Parties under this Section 8 shall be without prejudice to any right to assert an Event of
Default hereunder and to proceed thereafter as herein provided.

          9.        Power of Attorney . LCLL hereby appoints the Collateral Agent as LCLL’s attorney, with power: (a) so long as an Event of
Default has occurred and is continuing, to endorse LCLX’s or its applicable Affiliate’s name on any checks, notes, acceptances, money orders,
or other forms of payment or security that come into the possession of any Secured Party; (b) so long as an Event of Default has occurred and is
continuing, to sign LCLX’s or its relevant Affiliate’s name on any invoice, bill of lading, warehouse receipt or other negotiable or
non-negotiable document constituting Collateral; (c) to sign LCLX’s or its relevant Affiliate’s name on notices of assignment, financing
statements and other public records and to file any such financing statements by electronic means with or without a signature as authorized or
required by applicable law or filing procedure, in each case only to perfect security interests; (d) so long as any Event of Default has occurred
and is continuing, to notify the post office authorities to change the address for delivery of LCLX’s and/or its relevant Affiliates’ mail to an
address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to any of them; and (e) so long as an Event of
Default has occurred and is continuing to complete in LCLX’s or its relevant Affiliate’s name or the Secured Parties’ names, any order, sale or
transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. LCLX, on behalf of itself and its
Affiliates, hereby ratifies and approves all acts of such attorney. Neither the Secured Parties nor their respective attorneys will be liable for any
acts or omissions or for any error of judgment or mistake of fact or law except for such as arise from their gross negligence or willful
misconduct. This power, being coupled with an interest, is irrevocable until the Secured Obligations have been indefeasibly paid in full.


                                                                         5
         10.       Collateral Agent.

                 (a)       Each Secured Party hereby appoints Justin Hartfield as Collateral Agent for the benefit of the Secured Parties under
this Agreement to serve from the date hereof until the termination of this Agreement .

                   (b)       Each Secured Party hereby irrevocably authorizes Collateral Agent to take such action and to exercise such powers
hereunder as provided herein or as requested in writing by the Secured Parties who hold a majority in interest of outstanding principal and
interest under the Notes (the “ Majority Note Holders ”) in accordance with the terms hereof, together with such powers as are reasonably
incidental thereto. Collateral Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to request
and act in reliance upon the advise of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any action
taken or omitted to be taken by it in good faith in accordance therewith.

                   (c)       Collateral Agent shall not be liable or responsible to any Secured Party or to LLCL or any of its Affiliates for any
action taken or omitted to be taken by Collateral Agent or any other such person hereunder or under any related agreement, instrument or
document, except in the case of gross negligence or willful misconduct on the part of Collateral Agent, nor shall Collateral Agent be liable or
responsible for (A) the validity, effectiveness, sufficiency, enforceability or enforcement of the Notes, this Agreement or any instrument or
document delivered hereunder or relating hereto; (B) the title of LCLX or any of its Affiliates to any of the Collateral or the freedom of any of
the Collateral from any prior or other liens or security interests; (C) the determination, verification or enforcement of LCLL’s compliance with
any of the terms and conditions of this Agreement; (D) the failure by LCLX or any of its Affiliates to deliver any instrument or document
required to be delivered pursuant to the terms hereof; or (E) the receipt, disbursement, waiver, extension or other handling of payments or
proceeds made or received with respect to the Collateral, the servicing of the Collateral or the enforcement or the collection of any amounts
owing with respect to the Collateral.

                   (d)       In connection with this Security Agreement and the transactions contemplated hereby and any related document
relating to any of the Collateral, each of the Secured Parties agrees to pay to Collateral Agent, on demand, its pro rata share (based on relative
Secured Obligations) of all fees and all expenses incurred in connection with the operation and enforcement of this Agreement, the Notes or
any related agreement to the extent that such fees or expenses have not been paid by LCLL or its Affiliates. In connection with this Security
Agreement and each instrument and document relating to any of the Collateral, each of the Secured Parties (on a pro rata basis based upon the
outstanding Secured Obligations owing to the Secured Parties) and LCLX, on behalf of itself and its Affiliates, hereby agree to hold Collateral
Agent harmless, and to indemnify Collateral Agent from and against any and all loss, damage, expense or liability which may be incurred by
Collateral Agent under this Agreement and the transactions contemplated hereby and any related agreement or other instrument or document,
as the case may be, unless such liability shall be caused by the willful misconduct or gross negligence of Collateral Agent.


                                                                         6
         11.       Secured Parties’ Rights, Duties and Liabilities .

                   (a)       Subject to Section 14, LCLX assumes all responsibility and liability arising from or relating to the use, sale or other
disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Secured Parties to take any steps to perfect the
Secured Parties’ Lien in and to the Collateral or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the
Company from any of the Secured Obligations. Following the occurrence and during the continuation of an Event of Default, the Secured
Parties may (but shall not be required to), without notice to or consent from LCLL or any of their Affiliates, sue upon or otherwise collect,
extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other
indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any
security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with
any of the foregoing, without discharging or otherwise affecting the liability of LCLL for the Secured Obligations under the Merger
Agreement, the Notes, any other loan document, the Security Documents or any other agreement now or hereafter existing between the Secured
Parties and LCLL.

                   (b)      It is expressly agreed by LCLX that, anything herein to the contrary notwithstanding, LCLX shall remain liable
under each contract and license of the Company to observe and perform all the conditions and obligations to be observed and performed by the
Company thereunder. The Secured Parties shall not have any obligation or liability under any contract or license by reason of or arising out of
this Security Agreement or the granting herein of a Lien thereon or the receipt by the Secured Parties of any payment relating to any contract or
license pursuant hereto. The Secured Parties shall not be required nor obligated in any manner to perform or fulfill any of the obligations of
Company under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of
any payment received by the Company or the sufficiency of any performance by any party under any contract or license, or to present or file
any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to them
or to which they may be entitled at any time or times.

          12.         Limitation on Liens on Collateral . LCLX agrees on behalf of itself and its Affiliates that it will not create, permit or suffer
to exist, and will defend the Collateral against, and take such other action as is reasonably necessary to remove, any lien on the Collateral to
which the Lien created hereunder would be subordinate, and will defend the right, title and interest of the Secured Parties in and to any of
LCLX’s or its Affiliates’ rights under the Collateral against the claims and demands of all Persons whomsoever other than Secured Parties.

                   LCLX and its Affiliates shall not use the Collateral in violation of any material applicable statute, ordinance, law or
regulation or in violation of any insurance policy maintained by LCLX or its Affiliates with respect to the Collateral.

                  LCLX will notify Collateral Agent of any material claim made or asserted against the Collateral by any person or other event
that could materially adversely affect the value of the Collateral or Collateral Agent’s Lien thereon.

                   LCLX and its Affiliates will not surrender or lose possession of (other than to Collateral Agent), sell, lease, rent, or otherwise
dispose of or transfer, any of the Collateral or any right or interest therein, except as permitted by the Merger Agreement or this Security
Agreement.


                                                                          7
         13.       Remedies; Rights Upon Default .

                    (a)        In addition to all other rights and remedies granted to it under this Security Agreement, the Merger Agreement, the
Notes and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default
shall have occurred and be continuing, the Secured Parties may exercise all rights and remedies of a secured party under the UCC. Without
limiting the generality of the foregoing, LCLX expressly agrees, on behalf of itself and its Affiliates, that in any such event the Secured Parties,
without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of
public or private sale) to or upon LCLX or any other Person (all and each of which demands, advertisements and notices are hereby expressly
waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of LCLX or its relevant
Affiliate where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving LCLX or
any other Person notice and opportunity for a hearing on the Secured Parties’ claim or action and may collect, receive, assemble, process,
appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or
sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private
sale or sales, at any exchange at such prices as it may reasonably deem acceptable, for cash or on credit or for future delivery without
assumption of any credit risk. The Secured Parties shall have the right upon any such public sale or sales and, to the extent permitted by law,
upon any such private sale or sales, to purchase for the benefit of the Secured Parties, the whole or any part of said Collateral so sold, free of
any right or equity of redemption, which equity of redemption LCLX, on behalf of itself and its Affiliates, hereby releases. In addition, the
Secured Parties shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales,
to bid for all or any part of the Collateral, free of any right or equity of redemption, which equity of redemption LCLX on behalf of itself and
its Affiliates hereby releases, and the amount of any such bid need not be paid by the Secured Parties but shall be credited against the Secured
Obligations. Such sales may be adjourned and continued from time to time with or without notice. The Secured Parties shall have the right to
conduct such sales on the premises of LCLX or its relevant Affiliates or elsewhere and shall have the right to use such Person’s premises
without charge for such time or times as the Secured Parties may deem necessary or advisable.


                                                                         8
                   (b)       LCLX further agrees, on behalf of itself and its Affiliates, that upon the occurrence and during the continuation of
an Event of Default, at the Collateral Agent’s request, it will assemble the Collateral and make it available to the Collateral Agent at places
which the Collateral Agent shall select, whether at LCLX’s premises or elsewhere for sale, lease, or other disposition. Until the Collateral
Agent is able to effect such a sale, lease, or other disposition of Collateral, the Secured Parties shall have the right to hold or use Collateral, or
any part thereof, to the extent that they deem appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed
appropriate by the Secured Parties. Subject to Section 15 herein below, the Secured Parties shall have no obligation to LCLX or any of its
Affiliates to maintain or preserve the rights of any of them as against third parties with respect to Collateral while Collateral is in the possession
of the Secured Parties. The Secured Parties may, if they so elect, seek the appointment of a receiver or keeper to take possession of Collateral
and to enforce any of the Secured Parties’ remedies (for the benefit of the Secured Parties), with respect to such appointment without prior
notice or hearing as to such appointment. The Secured Parties shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale to the Secured Obligations as provided in the Merger Agreement and Notes, and only after so paying over
such net proceeds, and after the payment by the Secured Parties of any other amount required by any provision of law, leave the surplus, if any,
to LCLX. To the maximum extent permitted by applicable law, LCLX waives on behalf of itself and its Affiliates all claims, damages, and
demands against the Secured Parties arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the
gross negligence or willful misconduct of the Secured Parties. LCLX agrees on behalf of itself and its Affiliates that ten (10) days prior notice
by the Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable
notification of such matters. LCLX shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are
insufficient to pay all Secured Obligations, including any attorneys’ fees or other expenses incurred by the Secured Parties to collect such
deficiency.

                (c)       Except as otherwise specifically provided herein, LCLX, on behalf of itself and its Affiliates, hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security
Agreement or any Collateral.

         14.        Limitation on the Secured Parties’ Duty in Respect of Collateral . The Secured Parties shall use reasonable care with respect
to the Collateral in their possession or under their control. The Secured Parties shall not have any other duty as to any Collateral in their
possession or control or in the possession or control of any nominee of the Secured Parties, or any income thereon or as to the preservation of
rights against prior parties or any other rights pertaining thereto.

         15.       Miscellaneous .

                    (a)       Reinstatement . This Security Agreement shall remain in full force and effect and continue to be effective should
any petition be filed by or against LCLX or any of its Affiliates for liquidation or reorganization, should LCLX or any of its Affiliates become
insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant
part of the assets of LCLX or any of its Affiliates, and shall continue to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or
otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


                                                                          9
                   (b)       Notices . Except as otherwise expressly provided herein, whenever it is provided herein that any notice, demand,
request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give and serve upon any other party any communication with respect to this Security Agreement, each
such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Merger Agreement.

                  (c)        Severability . Whenever possible, each provision of this Security Agreement shall be interpreted in a manner as to
be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or
the remaining provisions of this Security Agreement. This Security Agreement is to be read, construed and applied together with the Merger
Agreement, Notes and Security Documents which, taken together, set forth the complete understanding and agreement of the Secured Parties
and LCLL with respect to the matters referred to herein and therein.

                    (d)       No Waiver; Cumulative Remedies . The Secured Parties shall not by any act, delay, omission or otherwise be
deemed to have waived any of their rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by the Secured
Parties. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the
Secured Parties would otherwise have had on any future occasion. No failure to exercise nor any delay in exercising on the part of the Secured
Parties, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by
law. None of the terms or provisions of this Security Agreement may be waived, altered, modified or amended except by an instrument in
writing, duly executed by the Secured Parties and then only to the extent therein set forth.

                    (e)        Limitation by Law . All rights, remedies and powers provided in this Security Agreement may be exercised only
to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are
intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that
they shall not render this Security Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under
the provisions of any applicable law.

                 (f)        Termination of this Security Agreement . Subject to Section 14(a)       hereof, this Security Agreement shall
terminate upon the indefeasible payment in full of all Secured Obligations.


                                                                        10
                   (g)         Successors and Assigns . This Security Agreement and all obligations of LCLL, including their respective
Affiliates, hereunder shall be binding upon the successors and assigns of LCLL (including any debtor-in-possession on behalf of LCLL) and
shall, together with the rights and remedies of the Secured Parties, inure to the benefit of the Secured Parties, all future holders of any
instrument evidencing any of the Secured Obligations and their respective successors and assigns. No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Secured Obligations or any portion
thereof or interest therein shall in any manner affect the Lien granted to the Secured Parties hereunder. LCLL may not assign, sell, hypothecate
or otherwise transfer any interest in or obligation under this Security Agreement without the written consent of the Secured Parties.

                   (h)        Counterparts . This Security Agreement may be executed in any number of separate counterparts, each of which
shall collectively and separately constitute one and the same agreement.

                    (i)        Governing Law . This Security Agreement and the Secured Obligations arising hereunder shall be governed by,
and construed and enforced in accordance with, the laws of the state of California. LCLL hereby consents and agrees that the state or federal
courts located in Orange County, California, shall have nonexclusive jurisdiction to hear and determine any claims or disputes between the
parties pertaining to this Security Agreement or to any matter arising out of or relating to this Security Agreement; provided that nothing in this
Security Agreement shall be deemed or operate to preclude the Secured Parties from bringing suit or taking other legal action in any other
jurisdiction to realize on the Collateral or any other security for the Secured Obligations, or to enforce a judgment or other court order in favor
of the Secured Parties. LCLL hereby waives personal service of the summons, complaint and other process issued in any such action or suit
and agrees that service of such summons, complaints and other process may be made by registered or certified mail addressed to LCLX at the
address set forth in this agreement and that service so made shall be deemed completed upon the earlier of actual receipt thereof or three (3)
days after deposit in the U.S. mails, proper postage prepaid.

                 (j)        Section Titles . The section titles contained in this Security Agreement are and shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

                   (k)         No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Security
Agreement. In the event an ambiguity or question of intent or interpretation arises, this Security Agreement shall be construed as if drafted
jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of
any provisions of this Security Agreement.

                 (l)        Advice of Counsel . Each of the parties represents to each other party hereto that it has discussed this Security
Agreement with its counsel.

                  (m)       Benefit of Secured Party . The Lien granted or contemplated hereby shall be for the benefit of the Secured Parties,
and all proceeds or payments realized from Collateral in accordance herewith shall be applied to the Secured Obligations in accordance with
the terms hereof and the Merger Agreement.

                                                            [ Signature Page Follows ]


                                                                         11
                  IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be executed and delivered by its
duly authorized officer or representative as of the date first set forth above.

“LCLL”:                                                            SECURED PARTIES:

LC Luxuries Limited ,                                              Justin Hartfield
a Nevada corporation
                                                                     /s/ Justin Hartfield
   /s/ James Pakulis
By: James Pakulis                                                  Address:
Its: President
                                                                   Facsimile Number: (___) ___-____
Address: 2183 Fairview Rd., Suite 101
          Costa Mesa, CA 92627
Facsimile Number: (949) 515-1625                                   Keith Hoerling

                                                                     /s/ Keith Hoerling

LC Merger Corp .,                                                  Address:
a Nevada corporation
                                                                   Facsimile Number: (___) ___-____
   /s/ James Pakulis
By: James Pakulis
Its: President

                                                                   COLLATERAL AGENT:

                                                                   Justin Hartfield

                                                                     /s/ Justin Hartfield

                                                                   Address:

                                                                   Facsimile Number: (___) ___-____

                                                                EXHIBIT A

         The Collateral shall include all right, title and interest of Weedmaps, LLC, a Nevada limited liability company (the “ Company ”), in
and to the following:
          (a)     All goods and equipment now owned or hereafter acquired, including without limitation, all machinery, fixtures, vehicles
(including motor vehicles and trailers), and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements,
substitutions, additions, and improvements to any of the foregoing, wherever located;

         (b)      All inventory, now owned or hereafter acquired, including without limitation, all merchandise, raw materials, parts, supplies,
packing and shipping materials, work in process and finished products including such inventory as is temporarily out of the Company’s custody
or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale
or disposition of any of the foregoing and any documents of title representing any of the above, and the Company’s books relating to any of the
foregoing;

          (c)      All contract rights and general intangibles now owned or hereafter acquired, including, without limitation, goodwill,
trademarks, servicemarks, trade styles, trade names, patents, patent applications, leases, license agreements, franchise agreements, blueprints,
drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs, computer tapes, literature,
reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind;

         (d)      All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations
owing to the Company arising out of the sale or lease of goods, the licensing of technology or the rendering of services by the Company,
whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise
returned to or reclaimed by the Company and the Company’s books relating to any of the foregoing;

        (e)     All documents, cash, deposit accounts, securities, letters of credit, certificates of deposit, instruments and chattel paper now
owned or hereafter acquired and the Company’s books relating to the foregoing;

         (f)      All copyrights, copyright applications, copyright registrations and like protections in each work of authorship and derivative
work thereof, whether published or unpublished, now owned or hereafter acquired; all trade secret rights, including all rights to unpatented
inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; all
mask work or similar rights available for the protection of semiconductor devices, now owned or hereafter acquired; all claims for damages by
way of any past, present and future infringement of any of the foregoing; and

           (g)   Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds
thereof.


                                                                       2
                                                                                                                                  EXHIBIT 10.8

                                                          LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of November, 2010 (the “Effective Date”)
by and among LC Luxuries Limited, a Nevada corporation (“LCLX” or the “Company”), on the one hand, and Justin Hartfield, an individual
(“Hartfield”) and Keith Hoerling, an individual (“Hoerling” and, together with Hartfield, each a “Shareholder” and collectively the
“Shareholders”), on the one hand. The Company and the Shareholders shall be referred to as a “Party” and collectively as the “Parties.”

                                                                  RECITALS

 WHEREAS, the Shareholders, and each of them, own the number of shares of Company common stock set forth next to his or her signature
on the signature page of this Agreement (the shares subject to this Agreement are referred to as the “Shares”);

 WHEREAS, the Shareholders acquired the Shares as a result of the transactions contemplated by that certain Agreement and Plan of
Reorganization and Merger by and among Weedmaps, LLC, a Nevada limited liability company, and the Shareholders, on the one hand, and
the Company and LC Merger Corp., a Nevada corporation and a wholly owned subsidiary of the Company (“LC Merger Sub”), on the other
hand, dated November 17, 2010 (the “Merger Agreement”);

         WHEREAS, the Company is in the process of becoming a reporting issuer under the Securities Exchange Act of 1934 (the “Exchange
Act”), and the Company and the Shareholders believe it is in the best interests of the Company to impose limitations on the resale and/or
transfer of the Shares, and the execution of this Agreement is a condition to the closing of the transactions contemplated by the Merger
Agreement (the “Closing”);

NOW, THEREFORE, in reliance on the foregoing recitals and in consideration of and for the mutual covenants contained herein, the Parties
hereto agree as follows:

                                                                AGREEMENT

         1.         Lock-Up by the Shareholders . The Shareholders, and each of them, hereby agree that (a) from the date hereof until June
30, 2011 (the “Initial Lock-Up Period”) with respect to all of the Shares, (b) from the end of the Initial Lock-Up Period until November 30,
2011 (the “Complete Lock-Up Period”) with respect to seventy five percent (75%) of the Shares, they will not make, offer to make, agree to
make, or suffer any Disposition (as defined below) of any of his or her Shares or any interest therein, unless agreed to in writing by all
Parties. The restrictions contained in this Section 1 shall not apply to (a) a Disposition under a Shareholder’s will or pursuant to the laws of
descent and distribution, or (b) a gift by a Shareholder to an immediate family member (i.e. a spouse, child, parent, grandparent or sibling) or a
family trust for the benefit of immediate family member(s), so long as, in each case, the transferee(s) deliver to the other Parties an executed
written instrument agreeing to be bound by the terms of this Agreement as if such transferee(s) were the Shareholder. For the purposes of this
Agreement, “Disposition” shall mean any sale, exchange, assignment, gift, pledge, mortgage, hypothecation, transfer or other disposition or
encumbrance of all or any part of the rights and incidents of ownership of the Shares, including the right to vote, and the right to possession of
the Shares as collateral for indebtedness, whether such transfer is outright or conditional, or for or without consideration. Notwithstanding the
foregoing, in the event the Company enters into a commercial lending relationship and the lender requires that any of the Shareholders pledge
any of the Shares as collateral, any Shareholder may do so with the consent of the Company, but without the consent of the other Shareholders.


                                                                   Page 1 of 6
         2.        Restriction On Proxies and Non-Interference . The Shareholders hereby agree that, during the Lock-Up Period, such
Shareholders will not (i) grant any proxies or powers of attorney that would permit any such proxy or attorney-in-fact to take any action
inconsistent herewith, (ii) deposit his or her Shares into a voting trust or enter into a voting agreement with respect to such Shares; or (iii) take
any action that would make any representation or warranty of such Shareholder untrue or incorrect or would result in a breach by that
Shareholder of his/her obligations under this Agreement. Each Shareholder further agrees not to enter into any agreement or understanding
with any other person or entity, the effect of which would be inconsistent with or violative of any provision contained in this Agreement.

         3.       Representations and Warranties of the Shareholders . Each Shareholder (severally, and not jointly and severally) hereby
represents and warrants to the other Parties the following:

                   a.        Ownership of Shares . Subject to community property laws of the state of California, each Shareholder is the sole
         record and beneficial owner of that number of shares of the Company’s common as set forth next to such Shareholder’s name on the
         signature page of this Agreement. On the date hereof, such shares constitute all the shares of Company common stock owned of
         record or beneficially owned by such Shareholder or any of Shareholder’s affiliates or related parties, determined in accordance with
         the rules of the Securities and Exchange Commission, and includes voting and investment power with respect to the Shares. Subject
         to community property laws of the state of California, such Shareholder has sole voting power and sole power to issue instructions
         with respect to the matter set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth
         in this Agreement, in each case with respect to all of such Company stock, with no limitations, qualifications or restrictions on such
         rights, subject to applicable securities laws and the terms of this Agreement.


                                                                    Page 2 of 6
                  b.        Authorization . Each Shareholder has the requisite legal capacity and competency, and the full legal right to
        execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed
        and delivered by such Shareholder and constitutes a valid and binding agreement enforceable against such Shareholder in accordance
        with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights, and (ii) that
        the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the
        discretion of the court before which any proceeding therefore may be brought.

                  c.        No Conflicts . Except for filings, authorizations, consents and approvals as may be required under the Securities Act
        of 1933 (the “Securities Act”) and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state
        or federal governmental authority, or any other person or entity, is necessary for the execution of this Agreement by such Shareholder
        and the consummation by such Shareholder of the transactions contemplated hereby, and (ii) neither the execution and delivery of this
        Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby, or compliance by
        such Shareholder with any of the provisions hereof will (A) result in a violation or breach of, or constitute a default (or give rise to any
        third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of
        any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other
        instrument or obligation of any kind to which such Shareholder is a party or by which such Shareholder or any of its properties or
        assets may be bound, or (B) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to such
        Shareholder or any of his or her properties or assets.

                  d.        No Encumbrances . Each Shareholder owns his or her Company stock free and clear of all liens, claims, security
        interests, proxies, voting trusts or agreements, or any other encumbrances whatsoever, except for (i) any such matters arising
        hereunder and (ii) bona fide pledges of such Shares as security for obligations owed to the Company; provided, however, in the event
        that the Company acquires any interest in all or any of such Shares, including, without limitation, legal or beneficial ownership thereof
        or any voting rights with respect thereto, whether through foreclosure or otherwise, the Company hereby agrees to be bound by the
        terms of this Agreement with respect to such Shares as if it were the Shareholder.

                  e.     Shareholder Capacity . Each Shareholder who is, or becomes during the Lock-Up Period, a director of the
        Company, agrees that the terms of this Agreement are agreed to in his or her capacity as a stockholder of the Company and not as a
        director.

         4.        Representations and Warranties of the Company . The Company has full legal right, power and authority to enter into
and perform all of its obligations under this Agreement. The execution and delivery of this Agreement by the Company has been authorized by
all necessary corporate action on the part of the Company and will not violate any other agreement to which the Company is a party. This
Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company,
enforceable in accordance with its terms, except as the enforcement thereof may be limited in bankruptcy, insolvency, reorganization,
moratorium or similar laws.


                                                                   Page 3 of 6
         5.        Entire Agreement . This Agreement constitutes the entire understanding and agreement of the parties hereto with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or
implied, written or oral, between the Parties.

         6.       Certain Events . Each Shareholder agrees that this Agreement and the obligations hereunder shall attach to his or her
Company stock and shall be binding upon any other person or entity to which legal or beneficial ownership of such Company stock shall pass,
whether by operation of law or otherwise, including, without limitation, such Shareholder’s heirs, guardians, administrators or
successors. Notwithstanding any such transfer of Company stock, the transferor shall remain liable for the performance of all obligations under
this Agreement of the transferor.

         7.      Acquisition of Additional Company Stock . Each Shareholder agrees to promptly notify the Company of the number of
shares of Company stock acquired by any Shareholder, if any, after the date of this Agreement.

         8.         Assignments; Rights of Assignees; Third Party Beneficiaries . This Agreement shall not be assignable by any
Shareholder without the prior written consent of the other Parties. This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted
assigns. Nothing expressed in this Agreement is intended or shall be construed to give any person or entity other than the Parties or their
respective heirs, executors, administrators, legal representatives, successors or permitted assigns, any legal or equitable right, remedy or claim
under this Agreement or any provision contained herein.

         9.       Specific Performance . The Parties acknowledge that money damages are an inadequate remedy for breach of this
Agreement because of the difficulty of ascertaining the amount of damage that will be suffered by the non-breaching Party or Parties in the
event this Agreement is breached. Therefore, each Party agrees that the non-breaching Party or Parties may obtain specific performance of this
Agreement without the necessity of establishing irreparable harm or posting any bond, and will be in addition to any other remedy to which
such Party may be entitled at law or in equity.

         10.      Amendment and Waivers . Any term or provision of this Agreement may be amended, and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by
the Party to be bound thereby. The waiver by a Party of any breach hereof for default in the performance hereof shall not be deemed to
constitute a waiver of any other default or any succeeding breach or default.


                                                                   Page 4 of 6
          11.       Attorneys’ Fees . Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be
entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including without
limitation, costs, expenses and fees on any appeal). The prevailing party shall be the party entitled to recover its costs of suit, regardless of
whether such suit proceeds to final judgment. A party not entitled to recover its costs shall not be entitled to recover attorneys’ fees. No sum
for attorneys’ fees shall be counted in calculating the amount of a judgment for purposes of determining if a party is entitled to recover costs or
attorneys’ fees.

          12.       Section Headings . Headings contained in this Agreement are inserted only as a matter of convenience and in no way
define, limit, or extend the scope or intent of this Agreement or any provisions hereof.

         13.       Governing Law and Venue . This Agreement will be governed by and construed and enforced in accordance with the
laws of the State of California, without regard to its choice of law principles, applicable to a contract executed and to be performed in the State
of California. Each Party hereto (i) agrees to submit to personal jurisdiction and to waive any objection as to venue in the state or federal
courts located in Orange County, California, (ii) agrees that any action or proceeding shall be brought exclusively in such courts, unless subject
matter jurisdiction or personal jurisdiction cannot be obtained, and (iii) agrees that service of process on any party in any such action shall be
effective if made by registered or certified mail addressed to such Party at the address specified herein, or to any other addresses as he, she or it
may from time to time specify to the other Parties in writing for such purpose. The exclusive choice of forum set forth in this paragraph shall
not be deemed to preclude the enforcement of any judgment obtained in such forum or the taking of any action under this Agreement to enforce
such judgment in any appropriate jurisdiction.

          14.       Independent Counsel and Rules of Construction . All Parties to this Agreement acknowledge and agree that they have
been advised to, and have had the opportunity to, seek independent counsel and advice with respect to the terms of this Agreement. As such,
this Agreement has been negotiated at arms length between persons sophisticated and knowledgeable in these types of matters. Additionally,
any normal rules of construction that would require a court to resolve matters of ambiguities against the drafting party are hereby waived and
shall not apply in interpreting this Agreement.

         15.        Notices . All notices, requests and other communications to any party hereunder shall be in writing and will be deemed to
have been duly given only if delivered personally or by overnight mail (charges pre-paid or billed to account of the sender) to the Parties at
their addresses listed on the signature page of this Agreement.

         16.       Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original as
against any party whose signature appears thereon and all of which together shall constitute one and the same instrument.

[remainder of page intentionally left blank; signature page to follow]


                                                                    Page 5 of 6
         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first set forth above.

“LCLX”

LC Luxuries Limited,
a Nevada corporation

/s/ James Pakulis
By: James Pakulis
Its: Chief Executive Officer

“Shareholders”

/s/ Justin Hartfield                                     /s/ Keith Hoerling
Justin Hartfield, an individual                          Keith Hoerling, an individual
8,200,000 shares                                         8,200,000 shares


                                                               Page 6 of 6
                                                                                                                                EXHIBIT 10.9

                                                     EMPLOYMENT AGREEMENT

 This Employment Agreement is entered this 19th day of November, 2010, by and between LC Luxuries Ltd., a Nevada corporation (the
“Employer”), and Justin Hartfield, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as
follows:

                                                 ARTICLE 1. AT-WILL EMPLOYMENT

Section 1.1.         At-Will Employment. Employer hereby employs Employee and Employee hereby accepts employment with Employer
on an at-will basis, with both Employer and Employee able to terminate the employment relationship at any time, with or without cause. This
at-will status can only be changed by a writing signed by Employer’s President.

Section 1.2.          Annual Review. Employer will grant Employee an annual review. This annual review may result in a corresponding
increase in salary to Employee, but any increase in salary is in the sole discretion of Employer.

                                     ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE

       Section 2.1.       General Job Responsibilities. Employee is being hired for the position of Chief Web Officer (“CWO”) for the
Employer. Employee shall report directly to Employer’s President. In that capacity, Employee shall do and perform the following services:

        Manage Employer’s technical operations, including all activities as they relate to Weedmaps.com and any or all affiliate web sites.

        Employment duties within the CWO jurisdiction include online strategy, budgeting, systems & software administration, hosting,
         online marketing & communications, e-commerce, customer service, business development, online community & social media, web
         content      development        &      workflows,        website     graphic      design,     information/data    architecture, website
         analytics, security, archiving, accessibility, legal issues (for example, copyright, DRM, trademark, and privacy), and training, among
         others.

        Additional responsibilities as required by the Employer.

Section 2.2.      Matters Requiring Consent of Employer’s President. Employee shall not, without specific written approval of the
Employer’s President, do or contract to do any of the following:

        (1)       Bind the Employer to any contract or agreement outside the Employer’s ordinary course of business (meaning – e-commerce
                  and marketing as it relates to the cannabis industry and any other industry in which Employer is either operating in or is in
                  the pre-operation development stage at the time of Employee’s departure (the “Business”) that could cause the Employer to
                  expend in excess of $1,000.00 (One Thousand Dollars); or
        (2)       Bind the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary
                  or involuntary;
        (3)       Bind the Employer to a sale of all or substantially all of the assets of the Employer;


                                                                    1 of 8
         (4)       Bind the Employer to a transaction that would result in a change of the control of the Employer;
         (5)       Bind the Employer to any transaction that would result in the issuance of any shares of any class of stock of the Employer
                   after the date of this Agreement, or any security convertible into or exchangeable for any shares of any class of the
                   Employer’s stock;
         (6)       Guaranty any debt or obligation in the name of the Employer; or
         (7)       Any other matter prohibited by the Employer’s written practices and policies that have been, or will be, distributed to
                   Employer’s employees.

         Section 2.3.        Devotion to Employer’s Business.

           (a)      Subject to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and
skill to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities set
forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere with
Employee’s obligations, duties and responsibilities to Employer hereunder.

 (b)       During Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or
directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for
compensation or otherwise, that competes with Employer or interferes with Employee’s obligations, duties and responsibilities to Employer
hereunder, without the prior written consent of Employer’s CEO. However, the expenditure of reasonable amounts of time for educational,
charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the
services required under this agreement and such activities shall not require the prior written consent of Employer’s CEO.

         (c)        This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting
private business affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the term
of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any material interest in any business competing
with or similar in nature to the Business.

         Section 2.4.         Competitive Activities. While Employee is an employee of Employer, and for a period of one (1) year after
termination, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal partner, stockholder,
corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that competes with the
Business. Employee acknowledges that this non-compete provision itself survives the termination of this employment agreement.

         Section 2.5.        Uniqueness of Employee’s Services. Employee hereby represents and agrees that the services to be performed
by Employee under this agreement are of a special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressly agrees that
Employer, in addition to any other rights or remedies that the Employer may posses, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this contract by Employee. The parties are aware that under California law specific performance may not be
available to enforce all breaches of this agreement but acknowledge that for all such material breaches of this agreement the non-breaching
party would be harmed and both parties agree that this harm will be recoverable through monetary damages.


                                                                       2 of 8
         Section 2.6.        Trade Secrets.

         (a)       The parties acknowledge and agree that during Employee’s employment and in the course of the discharge of his duties
hereunder, Employee shall have access to and become acquainted with confidential information concerning the operation and processes of
Employer, including without limitation, confidential financial, personnel, sales, and other information that is owned by Employer’s business,
and that such information constitutes Employer’s trade secrets (“Trade Secrets”).

          (b)      Employee specifically agrees that he shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or
indirectly to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is
required in the course of his employment hereunder.

         (c)       Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets
obtained by Employee during the course of his employment with Employer, including confidential information concerning Employer’s current
or any future and proposed work, services, or products, the facts as well as any descriptions thereof, would constitute unfair trade practices and
unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s employment or at any other
time thereafter.

          (d)       Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to
Employer’s business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall
be removed from the premises of Employer only with the express prior written consent of Employer. Employee shall not solicit or hire any
client(s) or employee(s) of Employer for one (1) year following termination of employment. Trade Secrets do not include: (1) information that
was in the public domain at the time of disclosure; or (2) information that subsequently becomes part of public knowledge or literature through
a deliberate act of Employer or Employee as of the date of its becoming public.

          Section 2.7          Discoveries. All inventions, discoveries, ideas, and other intellectual property rights (“Intellectual Property”)
made or conceived by Employee during the term hereof, either solely or jointly with others, whether they can be patented or not, to the extent
related to and arising out of Employee’s performance under this Agreement shall be promptly and fully disclosed to the Employer, considered
work for hire and all right, title and interest thereto anywhere in the world shall be the Employer’s property. In the event that such inventions,
discoveries and ideas are not considered work for hire for any reason, Employee hereby unconditionally assigns to the Employer all of his right,
title and interest therein. Employee agrees to execute any and all documents deemed necessary by the Employer to effectuate the foregoing at
any time, whether before or after the expiration or earlier termination of this Agreement. Compensation for any such inventions, discoveries or
ideas shall be deemed to be included in the compensation paid to Employee hereunder.


                                                                      3 of 8
                                             ARTICLE 3. OBLIGATIONS OF EMPLOYER

         Section 3.1.      General Description. Employer shall provide Employee with the compensation, incentives, benefits, and
business expense reimbursement specified elsewhere in this agreement.

          Section 3.2.        Office and Staff. Employer shall provide Employee with an office, office equipment, supplies, and other
facilities and services, suitable to Employee’s position and adequate for the performance of his duties. Employee shall work from the
Employer’s corporate headquarters, which is currently located in Costa Mesa, California. Employee is required to spend time at the
Employer’s corporate headquarters and in the field as necessary to effectively carry out his job duties and responsibilities, maintain team
continuity and direction, grow and maximize sales, and to achieve his established goals. Employee understands and agrees that frequent travel
may be necessary to accomplish his job responsibilities outlined herein.

                                            ARTICLE 4. COMPENSATION OF EMPLOYEE

        Section 4.1.        Annual Salary.

       (a)       As compensation for the services to be rendered hereunder, Employee shall receive an annual salary at the rate of $30,000
per month , payable twice a month.

         (b)       Employee may receive such annual increases in salary as may be determined by Employer in its sole discretion on the
anniversary of this Agreement. Nothing herein requires Employer to increase Employee’s salary at any time.

         Section 4.2.      Tax Withholding . Employer shall have the right to deduct or withhold from the compensation due to Employee
hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may be
enacted and become applicable in the future.

                                                  ARTICLE 5. EMPLOYEE BENEFITS

Section 5.1.       Eligibility. Employee will be entitled to begin accruing the benefits listed in this Section immediately after Employee’s
start date.

Section 5.2.         Annual Vacation. Employer does not currently offer vacation leave. However, to the extent that the Employer offers
vacation leave to its employees in the future, Employee will be eligible to participate in such a plan, in accordance with what the Employer
offers to other comparable employees.

Section 5.3.       Sick Leave. Employer does not currently offer sick leave. However, to the extent that the Employer offers sick leave to
its employees in the future, Employee will be eligible to participate in such a plan, in accordance with what the Employer offers to other
comparable employees.

Section 5.4.       Medical Coverage. Employer does not currently offer medical coverage. However, to the extent that the Employer offers
coverage to its employees in the future, Employee will be eligible to participate in such coverage, in accordance with what the Employer offers
to other comparable employees.


                                                                    4 of 8
Section 5.5.        Retirement Plan. Employer does not currently offer retirement benefits. However, to the extent that the Employer offers
retirement benefits to its employees, Employee will be eligible to participate in such benefits, in accordance with what the Employer offers to
other comparable employees.

                                                    ARTICLE 6. BUSINESS EXPENSES

Section 6.1.        Reimbursement of Business Expenses.

 (a)     Employer shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of
Employer, conditional on Employee receiving written authorization from the President or CEO, prior to incurring such expense.

          (b)      Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of Employer.

        (c)       Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other
documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.

                                            ARTICLE 7. TERMINATION OF EMPLOYMENT

        Section 7.1.        Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer
or Employee at any time for any reason, with or without cause.

         Section 7.2.        Termination Upon Death. Employee’s employment hereunder shall terminate upon his death, in which event
the Employer shall pay to such person as the Employee shall have designated in a written notice filed with the Employer, or if no such person
shall have been designated to his estate, all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses through the date of termination.

          Section 7.3.       Termination Upon Disability. If, as a result of a permanent mental or physical disability, Employee shall have
been absent from his duties hereunder on a full-time basis for six (6) consecutive months, (“Disability”) and, within thirty (30) days after the
Employer notifies Employee in writing that it intends to replace him, (which notice can be given at the end of the fifth month during such
six-month period), Employee shall not have returned to the complete performance of his duties on a full-time basis, the Employer shall be
entitled to terminate Employee’s employment. In addition, Employee shall, upon his Disability, have the right to terminate his employment
with Employer. If such employment is terminated (whether by the Employer or Employee) as a result of Employee’s Disability, then Employer
shall pay, if applicable, to Employee all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses, through the date of termination.


                                                                      5 of 8
          Section 7.4.           Termination for Cause. Employer shall be entitled to terminate Employee’s employment for Cause, in which
event Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of
business expenses, through the date of termination. For purposes of this agreement, “Cause” shall mean (i) the conviction of Employee of a
felony, (ii) the commission by Employee of an act of fraud or embezzlement involving assets of the Employer or its customers, suppliers or
affiliates, (iii) a willful breach or habitual neglect of Employee’s duties which he is required to perform under the terms of his employment (See
Section 2.1, above) and which causes material harm to the Business, (iv) refusal to timely produce any and all documentation related to the
Employer’s business to the President upon request therefore, which refusal causes material harm to the Business; or (v) gross misconduct or
gross negligence in connection with the business of the Employer or an affiliate which has a material adverse effect on the Employer and any of
its subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until there shall
have been delivered to Employee a notice of termination which specifies the grounds for termination and a statement of supporting facts.

       Section 7.5         Termination without Cause . Subject to the provisions of Section 7.7 of this Agreement, Employee’s
employment hereunder may be terminated by Employer without Cause at any time and without prior notice to Employee.

         Section 7.6          Termination with Good Reason. Employee may resign at any time with Good Reason. For purposes of this
Agreement, Employee shall be deemed to have terminated his service to Employer for “ Good Reason ” if he terminates his service
because: (i) he experiences a material reduction in salary, benefits or role without his prior written consent unless (A) within the prior six (6)
months, Employee committed one or more of the acts defined as Cause in Section 7.4, above or (B) all of Employer’s employees are subject to
a similar reduction; or (ii) Employer relocates Employee’s office or reporting location more than 40 miles away from Employer’s current
corporate offices in Costa Mesa, California.

          Section 7.7         Payments upon Termination without Cause or With Good Reason . In the event that Employee’s employment
with Employer is terminated by Employer without Cause pursuant to Section 7.5 or by Employee with Good Reason pursuant to Section 7.6
above, then Employee shall be entitled to receive payment of eighteen (18) weeks (four and a half (4.5) months) of Employee’s base salary in
effect as of the date of such termination. The severance payments will be made in accordance with the normal payroll cycle of Employer and
subject to any required tax withholdings and deductions. In the event that Employee breaches any of the covenants set forth in Article 2,
above, Employer shall have no further obligation to provide, and Employee shall have no further right to receive, any payments or benefits
pursuant to this Section 7.7.

          Section 7.8         Return of Documents. Upon the termination of Employee's employment with Employer for any reason,
including without limitation termination by the Employer for Cause, Employee shall promptly deliver to Employer all correspondence,
manuals, orders, letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements, and any documents and copies
concerning Employer’s customers or concerning products or processes used by Employer and, without limiting the foregoing, will promptly
deliver to the Employer any and all other documents or material containing or constituting Trade Secrets.

                                                  ARTICLE 8. GENERAL PROVISIONS

Section 8.1.         Notices. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by
personal delivery or facsimile or overnight mail. Notices shall be addressed to the parties at the addresses below. Such notice or
communication shall be deemed to have been given or made, as of the date of delivery, as evidenced by a signed declaration under penalty of
perjury in the event of personal delivery, as evidenced by a facsimile confirmation sheet in the event of facsimile delivery, or as evidenced by
prove of overnight delivery in the event of delivery by overnight courier.


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         If to Employer:                    LC Luxuries Ltd.
                                            2183 Fairview Road, Suite 101
                                            Costa Mesa, CA 92627
                                            Attn. James Pakulis, President
                                            Facsimile (949) 515-1625

         with a copy to:                    The Lebrecht Group, APLC
                                            9900 Research Drive
                                            Irvine, CA 92618
                                            Attn: Craig V. Butler, Esq.
                                            Facsimile: (949) 635-1244

         If to Employee:                    Justin Hartfield


                                            Facsimile:

Section 8.2.        Arbitration.

         (a)       Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions,
or conditions of this agreement shall on written request of either party served on the other be submitted to arbitration.

         (b)      Employer and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so
appointed are unable to agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both
parties.

         (c)       The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

         Section 8.3.       Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
to which that party may be entitled. This provision shall be construed as applicable to the entire contract.

         Section 8.4.        Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between
the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the
parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either
party.

          Section 8.5.       Modifications. Any modification of this agreement will be effective only if it is in writing and signed by the
party to be charged.


                                                                       7 of 8
         Section 8.6.        Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or
conditions of this agreement by the other party shall not be deemed a waiver or relinquishment of any right or power at any one time or times
be deemed a waiver or relinquishment of that right or power for all or any other times.

         Section 8.7.         Partial Invalidity. If any provision in this agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

          Section 8.8.        Law Governing Agreement/Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. Any legal action, suit, arbitration, or proceeding arising from or relating to this Agreement shall be brought and
maintained in the appropriate court or arbitrator located in and with jurisdiction over Orange County, California and the parties hereby submit
to the jurisdiction thereof.

         Section 8.9.          Understanding Agreement. Employee has read and fully understands the points listed above and has agreed to
adhere to all sections as presented. Employee has had an opportunity to seek the advice of legal counsel regarding the terms of this agreement.

       Section 8.10.         Assignment . This Agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the
Employee.

         Section 8.11.     Amendment . This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the
terms or covenants hereof may be waived, only by a written instrument executed by both parties as hereto, as in the case of a waiver, by the
party waiving compliance.

         IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this
Amendment as of the date first above written. This agreement may be signed in counterparts and facsimile signatures are treated as original
signatures.

“Employer”                                                   “Employee”

LC Luxuries Ltd.                                             Justin Hartfield,
a Nevada corporation                                         an individual

/s/ James Pakulis                                            /s/ Justin Hartfield
By: James Pakulis                                            By: Justin Hartfield
Its: President


                                                                      8 of 8
                                                                                                                             EXHIBIT 10.10

                                                     EMPLOYMENT AGREEMENT

 This Employment Agreement is entered this 19th day of November, 2010, by and between LC Luxuries Ltd., a Nevada corporation (the
“Employer”), and Keith Hoerling, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as
follows:

                                               ARTICLE 1. AT-WILL EMPLOYMENT

Section 1.1.         At-Will Employment. Employer hereby employs Employee and Employee hereby accepts employment with Employer
on an at-will basis, with both Employer and Employee able to terminate the employment relationship at any time, with or without cause. This
at-will status can only be changed by a writing signed by Employer’s President.

Section 1.2.          Annual Review. Employer will grant Employee an annual review. This annual review may result in a corresponding
increase in salary to Employee, but any increase in salary is in the sole discretion of Employer.

                                    ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE

         Section 2.1.     General Job Responsibilities. Employee is being hired for the position of Chief Technology Officer (“CTO”)
for the Employer. Employee shall report directly to Employer’s President. In that capacity, Employee shall do and perform the services set
forth on Exhibit A .

Section 2.2.       Matters Requiring Consent of Employer’s President. Employee shall not, without specific written approval of the
Employer’s President, do or contract to do any of the following:

        (1)      Bind the Employer to any contract or agreement outside the Employer’s ordinary course of business (meaning – e-commerce
                 and marketing as it relates to the cannabis industry and any other industry in which Employer is either operating in or is in
                 the pre-operation development stage at the time of Employee’s departure (the “Business”) that could cause the Employer to
                 expend in excess of $1,000.00 (One Thousand Dollars); or
        (2)      Bind the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary
                 or involuntary;
        (3)      Bind the Employer to a sale of all or substantially all of the assets of the Employer;
        (4)      Bind the Employer to a transaction that would result in a change of the control of the Employer;
        (5)      Bind the Employer to any transaction that would result in the issuance of any shares of any class of stock of the Employer
                 after the date of this Agreement, or any security convertible into or exchangeable for any shares of any class of the
                 Employer’s stock;
        (6)      Guaranty any debt or obligation in the name of the Employer; or
        (7)      Any other matter prohibited by the Employer’s written practices and policies that have been, or will be, distributed to
                 Employer’s employees.


                                                                  1 of 11
         Section 2.3.        Devotion to Employer’s Business.

           (a)      Subject to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and
skill to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities set
forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere with
Employee’s obligations, duties and responsibilities to Employer hereunder.

 (b)       During Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or
directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for
compensation or otherwise, that competes with Employer or interferes with Employee’s obligations, duties and responsibilities to Employer
hereunder, without the prior written consent of Employer’s CEO. However, the expenditure of reasonable amounts of time for educational,
charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the
services required under this agreement and such activities shall not require the prior written consent of Employer’s CEO.

         (c)        This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting
private business affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the term
of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any material interest in any business competing
with or similar in nature to the Business.

         Section 2.4.         Competitive Activities. While Employee is an employee of Employer, and for a period of one (1) year after
termination, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal partner, stockholder,
corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that competes with the
Business. Employee acknowledges that this non-compete provision itself survives the termination of this employment agreement.

         Section 2.5.        Uniqueness of Employee’s Services. Employee hereby represents and agrees that the services to be performed
by Employee under this agreement are of a special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressly agrees that
Employer, in addition to any other rights or remedies that the Employer may posses, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this contract by Employee. The parties are aware that under California law specific performance may not be
available to enforce all breaches of this agreement but acknowledge that for all such material breaches of this agreement the non-breaching
party would be harmed and both parties agree that this harm will be recoverable through monetary damages.

         Section 2.6.        Trade Secrets.

         (a)       The parties acknowledge and agree that during Employee’s employment and in the course of the discharge of his duties
hereunder, Employee shall have access to and become acquainted with confidential information concerning the operation and processes of
Employer, including without limitation, confidential financial, personnel, sales, and other information that is owned by Employer’s business,
and that such information constitutes Employer’s trade secrets (“Trade Secrets”).


                                                                      2 of 11
          (b)      Employee specifically agrees that he shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or
indirectly to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is
required in the course of his employment hereunder.

         (c)       Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets
obtained by Employee during the course of his employment with Employer, including confidential information concerning Employer’s current
or any future and proposed work, services, or products, the facts as well as any descriptions thereof, would constitute unfair trade practices and
unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s employment or at any other
time thereafter.

          (d)       Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to
Employer’s business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall
be removed from the premises of Employer only with the express prior written consent of Employer. Employee shall not solicit or hire any
client(s) or employee(s) of Employer for one (1) year following termination of employment. Trade Secrets do not include: (1) information that
was in the public domain at the time of disclosure; or (2) information that subsequently becomes part of public knowledge or literature through
a deliberate act of Employer or Employee as of the date of its becoming public.

          Section 2.7          Discoveries. All inventions, discoveries, ideas, and other intellectual property rights (“Intellectual Property”)
made or conceived by Employee during the term hereof, either solely or jointly with others, whether they can be patented or not, to the extent
related to and arising out of Employee’s performance under this Agreement shall be promptly and fully disclosed to the Employer, considered
work for hire and all right, title and interest thereto anywhere in the world shall be the Employer’s property. In the event that such inventions,
discoveries and ideas are not considered work for hire for any reason, Employee hereby unconditionally assigns to the Employer all of his right,
title and interest therein. Employee agrees to execute any and all documents deemed necessary by the Employer to effectuate the foregoing at
any time, whether before or after the expiration or earlier termination of this Agreement. Compensation for any such inventions, discoveries or
ideas shall be deemed to be included in the compensation paid to Employee hereunder.

                                              ARTICLE 3. OBLIGATIONS OF EMPLOYER

         Section 3.1.      General Description. Employer shall provide Employee with the compensation, incentives, benefits, and
business expense reimbursement specified elsewhere in this agreement.

          Section 3.2.        Office and Staff. Employer shall provide Employee with an office, office equipment, supplies, and other
facilities and services, suitable to Employee’s position and adequate for the performance of his duties. Employee shall work from the
Employer’s corporate headquarters, which is currently located in Costa Mesa, California. Employee is required to spend time at the
Employer’s corporate headquarters and in the field as necessary to effectively carry out his job duties and responsibilities, maintain team
continuity and direction, grow and maximize sales, and to achieve his established goals. Employee understands and agrees that frequent travel
may be necessary to accomplish his job responsibilities outlined herein.


                                                                     3 of 11
                                            ARTICLE 4. COMPENSATION OF EMPLOYEE

        Section 4.1.        Annual Salary.

       (a)       As compensation for the services to be rendered hereunder, Employee shall receive an annual salary at the rate of $30,000
per month , payable twice a month.

         (b)       Employee may receive such annual increases in salary as may be determined by Employer in its sole discretion on the
anniversary of this Agreement. Nothing herein requires Employer to increase Employee’s salary at any time.

         Section 4.2.      Tax Withholding . Employer shall have the right to deduct or withhold from the compensation due to Employee
hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may be
enacted and become applicable in the future.

                                                  ARTICLE 5. EMPLOYEE BENEFITS

Section 5.1.       Eligibility. Employee will be entitled to begin accruing the benefits listed in this Section immediately after Employee’s
start date.

Section 5.2.         Annual Vacation. Employer does not currently offer vacation leave. However, to the extent that the Employer offers
vacation leave to its employees in the future, Employee will be eligible to participate in such a plan, in accordance with what the Employer
offers to other comparable employees.

Section 5.3.       Sick Leave. Employer does not currently offer sick leave. However, to the extent that the Employer offers sick leave to
its employees in the future, Employee will be eligible to participate in such a plan, in accordance with what the Employer offers to other
comparable employees.

Section 5.4.       Medical Coverage. Employer does not currently offer medical coverage. However, to the extent that the Employer offers
coverage to its employees in the future, Employee will be eligible to participate in such coverage, in accordance with what the Employer offers
to other comparable employees.

Section 5.5.        Retirement Plan. Employer does not currently offer retirement benefits. However, to the extent that the Employer offers
retirement benefits to its employees, Employee will be eligible to participate in such benefits, in accordance with what the Employer offers to
other comparable employees.

                                                   ARTICLE 6. BUSINESS EXPENSES

Section 6.1.       Reimbursement of Business Expenses.

 (a)     Employer shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of
Employer, conditional on Employee receiving written authorization from the President or CEO, prior to incurring such expense.


                                                                    4 of 11
          (b)      Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of Employer.

        (c)       Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other
documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.

                                            ARTICLE 7. TERMINATION OF EMPLOYMENT

        Section 7.1.        Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer
or Employee at any time for any reason, with or without cause.

         Section 7.2.        Termination Upon Death. Employee’s employment hereunder shall terminate upon his death, in which event
the Employer shall pay to such person as the Employee shall have designated in a written notice filed with the Employer, or if no such person
shall have been designated to his estate, all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses through the date of termination.

          Section 7.3.       Termination Upon Disability. If, as a result of a permanent mental or physical disability, Employee shall have
been absent from his duties hereunder on a full-time basis for six (6) consecutive months, (“Disability”) and, within thirty (30) days after the
Employer notifies Employee in writing that it intends to replace him, (which notice can be given at the end of the fifth month during such
six-month period), Employee shall not have returned to the complete performance of his duties on a full-time basis, the Employer shall be
entitled to terminate Employee’s employment. In addition, Employee shall, upon his Disability, have the right to terminate his employment
with Employer. If such employment is terminated (whether by the Employer or Employee) as a result of Employee’s Disability, then Employer
shall pay, if applicable, to Employee all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses, through the date of termination.

          Section 7.4.           Termination for Cause. Employer shall be entitled to terminate Employee’s employment for Cause, in which
event Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of
business expenses, through the date of termination. For purposes of this agreement, “Cause” shall mean (i) the conviction of Employee of a
felony, (ii) the commission by Employee of an act of fraud or embezzlement involving assets of the Employer or its customers, suppliers or
affiliates, (iii) a willful breach or habitual neglect of Employee’s duties which he is required to perform under the terms of his employment (See
Section 2.1, above) and which causes material harm to the Business, (iv) refusal to timely produce any and all documentation related to the
Employer’s business to the President upon request therefore, which refusal causes material harm to the Business; or (v) gross misconduct or
gross negligence in connection with the business of the Employer or an affiliate which has a material adverse effect on the Employer and any of
its subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until there shall
have been delivered to Employee a notice of termination which specifies the grounds for termination and a statement of supporting facts.

       Section 7.5         Termination without Cause . Subject to the provisions of Section 7.7 of this Agreement, Employee’s
employment hereunder may be terminated by Employer without Cause at any time and without prior notice to Employee.


                                                                     5 of 11
         Section 7.6          Termination with Good Reason. Employee may resign at any time with Good Reason. For purposes of this
Agreement, Employee shall be deemed to have terminated his service to Employer for “ Good Reason ” if he terminates his service
because: (i) he experiences a material reduction in salary, benefits or role without his prior written consent unless (A) within the prior six (6)
months, Employee committed one or more of the acts defined as Cause in Section 7.4, above or (B) all of Employer’s employees are subject to
a similar reduction; or (ii) Employer relocates Employee’s office or reporting location more than 75 miles away from Employer’s current
corporate offices in Costa Mesa, California.

          Section 7.7         Payments upon Termination without Cause or With Good Reason . In the event that Employee’s employment
with Employer is terminated by Employer without Cause pursuant to Section 7.5 or by Employee with Good Reason pursuant to Section 7.6
above, then Employee shall be entitled to receive payment of eighteen (18) weeks (four and a half (4.5) months) of Employee’s base salary in
effect as of the date of such termination. The severance payments will be made in accordance with the normal payroll cycle of Employer and
subject to any required tax withholdings and deductions. In the event that Employee breaches any of the covenants set forth in Article 2,
above, Employer shall have no further obligation to provide, and Employee shall have no further right to receive, any payments or benefits
pursuant to this Section 7.7.

          Section 7.8         Return of Documents. Upon the termination of Employee's employment with Employer for any reason,
including without limitation termination by the Employer for Cause, Employee shall promptly deliver to Employer all correspondence,
manuals, orders, letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements, and any documents and copies
concerning Employer’s customers or concerning products or processes used by Employer and, without limiting the foregoing, will promptly
deliver to the Employer any and all other documents or material containing or constituting Trade Secrets.

                                                  ARTICLE 8. GENERAL PROVISIONS

Section 8.1.         Notices. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by
personal delivery or facsimile or overnight mail. Notices shall be addressed to the parties at the addresses below. Such notice or
communication shall be deemed to have been given or made, as of the date of delivery, as evidenced by a signed declaration under penalty of
perjury in the event of personal delivery, as evidenced by a facsimile confirmation sheet in the event of facsimile delivery, or as evidenced by
prove of overnight delivery in the event of delivery by overnight courier.

         If to Employer:                         LC Luxuries Ltd.
                                                 2183 Fairview Road, Suite 101
                                                 Costa Mesa, CA 92627
                                                 Attn. James Pakulis, President
                                                 Facsimile (949) 515-1625

         with a copy to:                         The Lebrecht Group, APLC
                                                 9900 Research Drive
                                                 Irvine, CA 92618
                                                 Attn: Craig V. Butler, Esq.
                                                 Facsimile: (949) 635-1244


                                                                     6 of 11
         If to Employee:                        Keith Hoerling


                                                Facsimile:

Section 8.2.        Arbitration.

         (a)       Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions,
or conditions of this agreement shall on written request of either party served on the other be submitted to arbitration.

         (b)      Employer and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so
appointed are unable to agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both
parties.

         (c)       The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

         Section 8.3.       Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
to which that party may be entitled. This provision shall be construed as applicable to the entire contract.

         Section 8.4.        Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between
the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the
parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either
party.

          Section 8.5.       Modifications. Any modification of this agreement will be effective only if it is in writing and signed by the
party to be charged.

         Section 8.6.        Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or
conditions of this agreement by the other party shall not be deemed a waiver or relinquishment of any right or power at any one time or times
be deemed a waiver or relinquishment of that right or power for all or any other times.

         Section 8.7.         Partial Invalidity. If any provision in this agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

          Section 8.8.        Law Governing Agreement/Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. Any legal action, suit, arbitration, or proceeding arising from or relating to this Agreement shall be brought and
maintained in the appropriate court or arbitrator located in and with jurisdiction over Orange County, California and the parties hereby submit
to the jurisdiction thereof.


                                                                      7 of 11
         Section 8.9.          Understanding Agreement. Employee has read and fully understands the points listed above and has agreed to
adhere to all sections as presented. Employee has had an opportunity to seek the advice of legal counsel regarding the terms of this agreement.

       Section 8.10.        Assignment . This Agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the
Employee.

         Section 8.11.     Amendment . This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the
terms or covenants hereof may be waived, only by a written instrument executed by both parties as hereto, as in the case of a waiver, by the
party waiving compliance.

         IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this
Amendment as of the date first above written. This agreement may be signed in counterparts and facsimile signatures are treated as original
signatures.

“Employer”                                                         “Employee”

LC Luxuries Ltd.                                                   Keith Hoerling,
a Nevada corporation                                               an individual

/s/ James Pakulis                                                  /s/ Keith Hoerling
By: James Pakulis                                                  By: Keith Hoerling
Its: President


                                                                    8 of 11
                                                                  Exhibit A

                                                     Chief Technology Officer Services

Description

       The Chief Technology Officer’s role is to assure the successful execution of Employer’s business mission through development and
deployment of Employer’s web presence. This requires envisioning Employer’s service offerings as a web-based business, leading
implementation of web applications, and planning for risk and growth.

Responsibilities:

Strategy & Planning

 - In partnership with the Employer’s Chief Web Officer and Douglas Francis, identify opportunities and risks for delivering Employer’s
services as a web-based business, including identification of competitive services, opportunities for innovation, and assessment of marketplace
obstacles and technical hurdles to the business success.

    -    Evaluate and identify appropriate technology platforms (including web applications frameworks and the deployment stack) for
         delivering Employer’s services.

    -    Lead strategic planning to achieve business goals by indentifying and prioritizing development initiatives and setting timetables for
         the evaluation, development, and deployment of all web-based services.

    -    Participate as a member of Employer’s senior management team in establishing governance processing of direction and control to
         ensure that objectives are achieved, risks are managed appropriately and the organization’s resources are used responsibly,
         particularly in the areas of software development, hardware, and communications.

    -    Establish a governance process that meets government, partner, and company expectations for customer information privacy.

    -    Direct development and execution of an enterprise-wide information security plan that protects the confidentiality, integrity, and
         availability of Employer’s data and servers.

    -    Direct development and execution of an enterprise-wide disaster recovery and business continuity plan.

    -    Communicate Employer’s technology strategy to Employer’s investors, management, staff, partners, customers, and stakeholders, per
         the instructions of the Board of Directors.


                                                                   9 of 11
Implementation & Deployment

   -   Establish email service for Employer (in the absence of a system administrator).

   -   Select and set up web-based internal communications systems.

   -   Select and manage Employer’s staff or outsourced vendors as it relates to technology.

   -   Promulgate coding conventions and documentation standards.

   -   Establish and supervise the software development process, setting short-term objectives and assessing progress as defined by the
       selected software development methodology.

   -   Conduct code reviews and specification conformance testing as defined by the selected software development methodology.

   -   Establish and supervise a quality assurance process, including integration and system testing.

   -   Select, deploy, and monitor performance profiling tools and procedures.

   -   Review and approve proposed development releases and manage the release process.

   -   Establish and application deployment process and supervise deployment to staging and production services.

   -   Support the marketing process by providing implementation of technical requirements for SEO.

   -   Establish a process to integrate customer service and support with the software engineering process to support resolution of customer
       issues and improve application usability.

Operational Management

   -   Maintain up-to-date knowledge of technology standards, industry trends, emerging technologies, and software development best
       practices by attending relevant conferences and reading widely.

   -   Define and communicate company values and standards for acquiring or developing systems, equipment, or software within the
       company.

   -   Ensure that technology standards and best practices are maintained across the organization.


                                                                 10 of 11
-   Share knowledge, mentor, and educate Employer’s investors, management, staff, partners, customers, and stakeholders with regard to
    Employer’s technological vision, opportunities and challengers.

-   Ensure technical problems are resolved in a timely and cost-effective manner.

-   Develop, track, and control the development and deployment annual operating and capital budgets for purchasing, staffing, and
    operations.

-   Supervise recruitment, training, retention, and organization of all development staff in accordance with Employer hiring process,
    personnel policies, and budget requirements.

-   Establish standards of performance and monitor conformance for staff (through performance review) and vendors related to
    technology (through service level agreements).

-   Ensure Employer’s internal technological processes and customer-facing services comply with community expectations and
    applicable laws and regulations for privacy, security, and social responsibility.

-   Promote achievement of Employer’s business goals within a context of community collaboration by developing policies for sharing
    software code, technological innovation, business processes, and other intellectual property.

-   Contribute to open source software development, standardization of technologies, and evolution of best practices by collaborating
    with peers outside the company, releasing code, presenting at conferences, and writing for publication (online or offline), conditional
    on the approval of Employer’s senior management.


                                                              11 of 11
                                                                                                                                EXHIBIT 10.11

                                                       CONSULTING AGREEMENT

        This Consulting Agreement (this “Agreement”) is made and entered into as of this 19th day of November, 2010 by and between LC
Luxuries Limited, a Nevada corporation (the “Company”) and Douglas Francis, an individual (the “Consultant”).

                                                                  RECITALS

 WHEREAS, the Company wishes to engage the consulting services of Consultant as set forth in Section 1 below; and

 WHEREAS, Consultant wishes to provide the Company with consulting services on the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1.       CONSULTING SERVICES

        The Company hereby authorizes, appoints and engages the Consultant to perform the following services in accordance with the terms
and conditions set forth in this Agreement:

         a.       Interact with an already identified potential acquisition candidate and advise the Company with respect to the structure of the
                  contemplated investment (the “Transaction”);

         b.       Review all of the Company's books and records, sales materials, business plans, financial statements, projections, and all
                  other materials reasonably necessary in the performance of its duties related to the Transaction;

         c.       Submit to the Company, when requested or on a regular periodic basis, complete and accurate reports of the status of
                  Consultants efforts.

2.       TERM OF AGREEMENT

         This Agreement shall be in full force and effect as of the date hereof through and including that period which ends three (3) full
months after the date of this Agreement. The Company and the Consultant shall each have the right to terminate this Agreement in the event of
the bankruptcy, insolvency, or assignment for the benefit of creditors of the other party, in the event the other party fails to comply with the
terms of this Agreement, or on thirty (30) days written notice.


                                                                  Page 1 of 6
3.   COMPENSATION TO CONSULTANT

     a.       Upon consummation of the Transaction, the Company shall pay to Consultant a cash fee equal (i) Fifty Thousand Dollars
              ($50,000) within thirty (30) days, plus (ii) One Million Eight Hundred Thousand Dollars ($1,800,000), payable one-half on
              January 10, 2012, and one-half on January 10, 2013.

4.   REPRESENTATIONS AND WARRANTIES OF CONSULTANT

     Consultant represents and warrants to and agrees with the Company that:

     a.       This Agreement has been duly authorized, executed and delivered by Consultant. This Agreement constitutes the valid,
              legal and binding obligation of Consultant, enforceable in accordance with its terms, except as rights to indemnity hereunder
              may be limited by applicable federal or state securities laws, and except as such enforceability may be limited by
              bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally; and

     b.       The consummation of the transactions contemplated hereby will not result in any breach of the terms or conditions of, or
              constitute a default under, any agreement or other instrument to which Consultant is a party, or violate any order, applicable
              to Consultant, of any court or federal or state regulatory body or administrative agency having jurisdiction over Consultant
              or over any of its property, and will not conflict with or violate the terms of Consultants' current employment.

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company hereby represents, warrants, covenants to and agrees with Consultant that:

     a.       This Agreement has been duly authorized, and executed by the Company. This Agreement constitutes the valid, legal and
              binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may
              be limited by applicable federal or state securities laws, except in each case as such enforceability may be limited by
              bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally.

     b.       The consummation of the transactions contemplated hereby will not result in any breach of the terms or conditions of, or
              constitute a default under, any agreement or other instrument to which the Company is a party, or violate any order,
              applicable to the Company, of any court or federal or state regulatory body or administrative agency having jurisdiction over
              the Company or over any of its property.


                                                              Page 2 of 6
         c.       There is not now pending or, to the knowledge of the Company, threatened, any undisclosed action, suit or proceeding to
                  which the Company is a party before or by any court or governmental agency or body which might result in a material
                  adverse change in the financial condition of the Company. The performance of this Agreement and the consummation of the
                  transactions contemplated hereby will not result in a breach of the terms or conditions of, or constitute a default under, any
                  statute, indenture, mortgage or other material Agreement or instrument to which the Company is a party, or violate any
                  order, applicable to the Company, or governmental agency having jurisdiction over the Company or over any of its property.

         d.       The parties hereto agree that the Company shall be responsible for any and all costs and expenses reasonably incurred by
                  Consultant in performing his duties hereunder, including but not limited to legal fees, printing costs, fees paid to third-party
                  professionals, etc. No expense to be reimbursed by the Company in excess of $100 shall be incurred by Consultant without
                  the prior written approval of the Company or the Company.

6.       INDEPENDENT CONTRACTOR

         Both the Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of his duties
under this Agreement. Nothing contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other
authorized representative of Consultant, is a partner, joint venturer, agent, officer or employee of the Company. Neither party hereto shall have
any authority to bind the other in any respect vis a vis any third party, it being intended that each shall remain an independent contractor and
responsible only for its own actions.

7.       NOTICES

         Any notice, request, demand, or other communication given pursuant to the terms of this Agreement shall be hand delivered, sent via
facsimile, or sent via overnight courier, and shall be deemed given upon delivery, correctly addressed to the addresses of the parties indicated
below or at such other address as such party shall in writing have advised the other party.

If to the Company:

                  LC Luxuries Limited
                  2183 Fairview Road, Suite 101
                  Costa Mesa, CA 92627
                  Facsimile No.: (949) 515-1625


                                                                  Page 3 of 6
If to Consultant:

                    Douglas Francis
                    _________________________
                    _________________________
                    Facsimile (949) 270-1700

8.       ASSIGNMENT

         This contract shall inure to the benefit of the parties hereto, their heirs, administrators and successors in interest. This Agreement shall
not be assignable by either party hereto without the prior written consent of the other.

9.       CHOICE OF LAW AND VENUE

         This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of
California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of
laws. Any action brought by any party hereto shall be brought within the State of California, County of Orange.

10.      NONDISCLOSURE

          Each party hereto agrees to keep the terms of this Agreement and the transactions contemplated hereby as confidential and shall not
disclose such information to any third party, other than professional advisors utilized to negotiate and consummate the transactions
contemplated hereby, or as required by government bodies, regulatory agencies, or a court having jurisdiction over the disclosing party. The
parties hereto agree that in the event there is a breach of the foregoing confidentiality provision, the damage to the parties hereto would be
difficult to estimate and as a result, in the event of such a breach, the non-breaching party, in addition to any and all other remedies allowed by
law, would be entitled to injunctive relief enjoining the actions of the breaching party.

11.      ENTIRE AGREEMENT

         Except as provided herein, this Agreement, including exhibits, contains the entire agreement of the parties, and supersedes all existing
negotiations, representations, or agreements and all other oral, written, or other communications between them concerning the subject matter of
this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the parties
hereto relating to the subject matter of this Agreement that are not fully expressed herein.


                                                                    Page 4 of 6
12.      SEVERABILITY

        If any provision of this Agreement is unenforceable, invalid, or violates applicable law, such provision, or unenforceable portion of
such provision, shall be deemed stricken and shall not affect the enforceability of any other provisions of this Agreement.

13.      CAPTIONS

         The captions in this Agreement are inserted only as a matter of convenience and for reference and shall not be deemed to define, limit,
enlarge, or describe the scope of this Agreement or the relationship of the parties, and shall not affect this Agreement or the construction of any
provisions herein.

14.      COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.

15.      MODIFICATION

         No change, modification, addition, or amendment to this Agreement shall be valid unless in writing and signed by all parties hereto.

16.      ATTORNEYS FEES

         Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees.

[remainder of page intentionally left blank; signature page to follow]


                                                                   Page 5 of 6
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

“Company”                                                             “Consultant”

LC Luxuries Limited,
a Nevada corporation

/s/ James Pakulis                                                     /s/ Douglas Francis
By:    James Pakulis                                                  By:    Douglas Francis
Its:   CEO


                                                              Page 6 of 6
                                                                                                                                EXHIBIT 10.12

                                                        FIRST AMENDMENT TO
                                                       CONSULTING AGREEMENT

         This First Amendment to Consulting Agreement (this “Amendment”) is made and entered into as of this 22nd day of February, 2011
by and between General Cannabis, Inc. (f/k/a LC Luxuries Limited), a Nevada corporation (the “Company”) and Douglas Francis, an
individual (the “Consultant”).

                                                                  RECITALS

 WHEREAS, the Company and the Consultant are parties to that certain Consulting Agreement dated as of November 19, 2010 (the “Original
Agreement”);

 WHEREAS, both the Company and the Consultant desire to amend the terms of the Original Agreement to extend the date that a payment is
due from the Company to Consultant.

         NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1.      Paragraph 2 of the Original Agreement is amended and restated in its entirety as follows:

 “2.       TERM OF AGREEMENT

          This Agreement shall be in full force and effect as of the date hereof through and including that period which ends three (3) full years
after the date of this Agreement. The Company and the Consultant shall each have the right to terminate this Agreement in the event of the
bankruptcy, insolvency, or assignment for the benefit of creditors of the other party, in the event the other party fails to comply with the terms
of this Agreement, or on thirty (30) days written notice.”

2.      Paragraph 3(a) of the Original Agreement is amended and restated in its entirety as follows:

 “3.      COMPENSATION TO CONSULTANT

                  a.       Upon consummation of the Transaction, the Company shall pay to Consultant a cash fee equal (i) Fifty Thousand
                           Dollars ($50,000) within thirty (30) days, plus (ii) One Million Eight Hundred Thousand Dollars ($1,800,000),
                           payable one-half on June 30, 2012, and one-half on January 10, 2013.”

3.      Other than as set forth herein, the terms and conditions of Original Agreement shall remain in full force and effect.


                                                                   Page 1of 2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

“Company”                                                      “Consultant”

General Cannabis, Inc.,
a Nevada corporation

/s/ James Pakulis                                              /s/ Douglas Francis
By:        James Pakulis                                       By:       Douglas Francis
Its:      CEO


                                                              Page 2of 2
                                                                                                                           EXHIBIT 10.13

                                     ASSIGNMENT OF MANAGEMENT SERVICES AGREEMENT

 THIS ASSIGNMENT OF MANAGEMENT SERVICES AGREEMENT (the “Assignment”) is made this 3rd day of December, 2010, by and
between Synergistic Resources, LLC, a California limited liability company (“Assignor”), and General Health Services, Inc., a California
corporation (the “Assignee”).

                                                                  RECITALS

 A.      Assignor is a party to that certain Management Services Agreement dated as of March 1, 2008 by and between Assignor and Kien P.
Tran, M.D., Inc. (the “Management Agreement”);

 B.       Assignor and Assignee have entered into a Reorganization and Asset Purchase Agreement (the “Asset Agreement”) of even date
herewith, wherein Assignor has sold substantially all of its assets to Assignee;

          C.       As a condition to the closing of the Asset Agreement, Assignor and Assignee are required to execute this Assignment, with
an effective date of December 1, 2010 (the “Effective Date”);

 D.       Assignor and Assignee desire to transfer the Management Agreement from Assignor to Assignee.

                                                                ASSIGNMENT

 1.      Effective as of the Effective Date, Assignor hereby sells, grants, transfers, conveys, assigns, and delivers to Assignee all of
Assignor’s right, title, and interest in and to the Management Agreement.

 2.      Assignee hereby accepts the assignment of the Management Agreement.

[remainder of page intentionally left blank; signature page to follow]


                                                                         1 of 2
 IN WITNESS WHEREOF, the parties have entered into this Assignment the day and year first above written.

“Assignor”                                                                 “Assignee”

Synergistic Resources, LLC,                                                General Health Services, Inc.,
a California limited liability company                                     a California corporation

/s/ Brent Inzer                                                            /s/ James Pakulis
By:        Brent Inzer                                                     By:       James Pakulis
Its:       Manager                                                         Its:      President

         The undersigned hereby consents to the assignment of the Management Agreement from Assignor to Assignee as set forth herein.

Kien P. Tran, M.D., Inc.

/s/ Kien P. Tran
By:        Kien P. Tran
Its:       President


                                                                  2 of 2
                                                                                                                                EXHIBIT 10.14

                                               MANAGEMENT SERVICES AGREEMENT

 This Management Services Agreement (“Agreement”) is made as of March 1, 2008 (“Effective Date”), by and between Kien P. Tran, M.D.,
Inc. (hereinafter “Practice”), and Synergistic Resources, LLC (hereinafter “Manager”), individually referred to at times as the “Party” or
collectively as the “Parties.”.

                                                                  RECITALS

A.      WHEREAS, Practice is a professional medical corporation engaged in the business of providing health care services to patients;

B.       WHEREAS, Manager is a provider of administrative, management, and development services for the health care professions;

C.        WHEREAS, the Parties desire to enter into this Agreement for the purpose of engaging Manager to manage the administrative,
financial and operational activities of the Practice;

 NOW, THEREFORE, and in consideration of the mutual covenants and agreements hereinafter contained, the Parties do hereby agree as
follows:

                                                                AGREEMENT

1.0.    APPOINTMENT OF MANAGER

Appointment by Practice . Practice hereby appoints Manager as its sole and exclusive manager and hereby grants to Manager the authority and
responsibility, as specifically set forth herein, to supervise and manage the day-to-day operations of the Practice, including all revenue and
non-revenue producing activities, to the extent permitted by California law.


2.0     MANAGER’S DUTIES

 2.1        Services . Manager shall provide to Practice the services, personnel, facilities, equipment and furnishings set forth on Exhibit “A,”
attached hereto and incorporated herein by reference (hereafter referred to as the “Services”). Such Services may be changed from time to time
by agreement of the Parties in accordance with the provisions of this Agreement and in accordance with California law governing the corporate
practice of medicine. Manager may subcontract out all or any part of the Services set forth in Exhibit “A,” provided that Manager properly and
adequately supervises the performance of the subcontracted Services.

         2.2.       Manager Staff . Manager shall engage or employ such qualified non-physician personnel as are necessary for the proper
and efficient management of the Practice, including all technical, administrative and clerical staff. All personnel provided by Manager to
Practice shall be compensated by Manager and shall be employees or independent contractors of Manager. Manager shall be responsible for
compensating all such engaged or employed persons, including, as applicable, payroll taxes, benefits, and workers’ compensation
insurance. Manager shall be responsible for supervision of activities performed by all non-physician employees and independent contractors.


                                                                                                                                    Page 1 of 17
 2.2       Compliance with Standards . All Services performed by Manager shall be performed in accordance with applicable state and
federal laws, accreditation standards, and Practice policies and procedures.

3.0.    PRACTICE’S DUTIES

 3.1.       Physician Employment and Contracting . Practice shall employ or contract with all physician personnel and all physician extenders,
e.g., physician assistants and nurse practitioners (hereafter referred to collectively as “Professionals”) necessary to provide the patient care
services of the Practice.

 3.2.      Physician Credentialing . Practice shall be responsible for the establishment of appropriate credentialing standards and review
committee(s) for the purposes of credentialing its Professionals. Manager shall provide the administrative support necessary to obtain and
verify such credentialing information, as directed by the Practice’s Medical Director.

 3.3       Facilities . Practice may leases space and/or equipment, or sub-lease space and/or equipment (“Facilities”) from Manager.

4.0     LICENSING

 During the term of this Agreement, Manager hereby licenses to Practice the nonexclusive right to utilize the “Marijuana Medicine Evaluation
Centers” trade name and mark. Practice acknowledges that Manager remains the owner of all titles, rights and interest in the trade name and
mark. This license permits Practice to utilize the trade name and mark in its advertising, signage and other documentation of Practice. Upon
termination of this Agreement, this license shall simultaneously terminate and Practice shall cease all use of the trade name and mark.

5.0.    COMPENSATION

 5.1.      Manager’s Fee . Practice and Manager have exercised care and diligence in determining their respective best estimates of the
expenses, investment and reasonable rate of return of Manager in providing the Services required by this Agreement and, based thereon, have
determined that the compensation to be paid Manager as provided hereafter, is commensurate with the commercially reasonable value of such
Services. Such compensation is set forth in Exhibit “B,” attached hereto and incorporated herein by reference.

 5.2       Payment . Practice shall remit such compensation due to Manager      within ten (10) days after the end of each month.


                                                                                                                                    Page 2 of 17
 5.3      Manager’s Statement of Services Rendered . Manager shall, by the fifth (5th) day of each month, provide Practice with a complete
statement of Services rendered in the previous month pursuant to this Agreement.

6.0      INSURANCE AND INDEMNIFICATION

 6.1       Insurance .

 6.1.1      Professional Liability Coverage . Practice, at its sole cost and expense, shall obtain and maintain in full force and effect during the
term of this Agreement, and all renewals and extensions thereof, professional liability insurance with a licensed insurance company admitted to
do business in the State of California, in a minimum amount of One Million Dollars ($1,000,000) per claim and Three Million Dollars
($3,000,000) in the annual aggregate, to cover any loss, liability or damage alleged to have been committed by Practice, or by its agents,
servants, independent contractors, or employees. If such professional liability coverage is obtained on a claims-made basis, then Practice shall
obtain extended reporting malpractice coverage (“tail” coverage) for a period of two (2) years to be effective immediately upon termination of
this Agreement. If feasible and the additional cost is minimal, Practice shall include Manager as an additional named insured on its
policy. Practice shall provide Manager with written notice at least thirty (30) days prior to any cancellation or amendment of Practice’s policy.

 6.1.2      Comprehensive General Liability Insurance . Each Party, at its sole cost and expense, will obtain and maintain in full force and
effect during the term of this Agreement, and all renewals and extensions thereof, comprehensive general liability insurance covering the Party,
its employees, agents, servants, and independent contractors, against loss in the nature of fire, theft, business interruption, general liability, and
non-medical negligence, with a minimum liability limit of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000) in the annual aggregate. Each Party shall provide the other Party with written notice at least thirty (30) days prior to any
cancellation or amendment of the Party’s policy.

 6.1.3      Workers’ Compensation Insurance . Each Party shall, at its sole cost and expense, obtain and maintain in full force and effect
during the term of this Agreement, and all renewals and extensions thereof, workers’ compensation insurance as required by the laws of the
State of California.

 6.2        Indemnification . Each Party shall indemnify, hold harmless, and defend the other Party from any and all liability, loss, claims,
lawsuits, damages, injury, costs or expense, arising out of or incident to the performance or nonperformance under this Agreement by such
indemnifying Party, its directors, officers, employees, contractors, subcontractors and agents, including (without limitation) all attorneys’ fees
and court costs; provided, however, neither Party shall be liable to the other hereunder for any claim covered by insurance, except to the extent
that the liability of the other Party exceeds the amount of such insurance coverage.


                                                                                                                                         Page 3 of 17
7.0.     CONFIDENTIALITY

 7.1         Proprietary and Business Information . The Parties acknowledge that during the term of this Agreement, the Parties will acquire or
have access to information regarding the business operations of the other Party including, but not limited to, information regarding pricing,
billing, claims, compensation, patient lists, provider lists, business operations, provider agreements, trade secrets and business and technical
manuals (“Confidential Information”). The Parties acknowledge that the non-violating Party would suffer financial harm if such Confidential
Information were to be disclosed to third Parties. As a condition of this Agreement, the Parties agree not to disclose to, or otherwise discuss
such Confidential Information with any third party without the express written consent of the other Party or as expressly required by law. The
provisions of this Section shall survive the termination of this Agreement.

 7.2        Trade Secrets . The Parties acknowledges that each Party, in connection with its business, has developed certain operating manuals,
symbols, trademarks, trade names, service marks, designs, patient lists, procedures, processes, and other copyrighted, patented, trademarked, or
legally protectable information which is confidential and proprietary to the Party that constitute its trade secrets. The Parties shall not use any
name, symbol, mark, or other proprietary information of the other Party except as expressly permitted.

 7.3       Patient Information and Records . Manager and its employees, agents and independent contractors shall safeguard the
confidentiality of all medical information pertaining to patients treated by or through Practice and shall comply with all federal and state laws
and regulations and all Practice rules or policies with respect to the use and disclosure of such information, including but not limited to the
provisions of the Business Associate Agreement as set forth in Exhibit “C” of this Agreement, attached hereto and incorporated herein by
reference.

 7.4        Practice Property. All documents, papers, notes, memoranda, computer files and other written or electronic records of any kind
utilized by Manager during and in connection with the Agreement shall remain the property of Practice at all times. Upon the termination of
this Agreement, all such records in Manager’s possession shall be left with Practice.

8.0      RELATIONSHIP OF PARTIES

 8.1       Conduct of Medical Practice .

 8.1.1    Practice shall be solely and exclusively in control of all aspects of the practice of medicine and the provision of medical
services. The rendition of all medical professional services, including, but not limited to, diagnosis, treatment, therapy and the prescription of
medicine and drugs, the supervision of preparation of medical reports and the maintenance of medical records, shall be the responsibility of
Practice. Practice shall have the sole right and authority to hire, employ, train, supervise, terminate and compensate all of its
Professionals. Practice shall be responsible to ensure that such Professionals are supervised in accordance with the requirements of state and
Federal law and in a manner consistent with current standards of medical practice in the community.


                                                                                                                                       Page 4 of 17
 8.1.2     The professional relationship between Practice and all Professionals and their patients, at all times during the term of this Agreement,
shall be solely between the Professionals and such patients. Manager shall not interfere with the exercise by the Professionals of their
professional judgment, nor shall Manager interfere with, control, direct or supervise any Professional or any individual whom any Professional
may employ or contract with in connection with the care and treatment of the Practice’s patients. Manager shall have no authority whatsoever
with respect to such activities, and shall have no authority whatsoever with respect to the establishment of fees for the rendition of such
services; provided, however, that Manager may provide to Practice periodic assessments of the performance by medical personnel of other than
professional medical services.

 8.1.3     Manager shall not provide or otherwise engage in services or activities which constitute the practice of medicine as defined by the
laws of the State of California. Under no circumstances shall medical services be made available to or for Practice by Manager. Manager shall
not assign or refer patients to Practice in expectation of a fee for such referral. Any such fee for referral is expressly prohibited.

 8.1.4     Practice agrees to keep its offices and clinics adequately staffed with such Professionals as may be necessary to efficiently carry out
the practice of medicine at the Practice offices, all of whom shall be duly licensed by the State of California. Practice and Professionals shall at
all times operate the Practice’s medical practice in a manner consistent with current standards of medical practice in Practice’s community.

 8.2        Independent Contractors . The relationship between Manager and Practice is that of independent contractors. Neither Manager nor
Practice is a member, partner, agent, representative, employee, employer, or joint venturer of the other. Each Party expressly denies any
obligation to compensate the other’s employees, contractors, or agents. As independent contractors, each Party shall be liable for that Party’s
own debt, obligations, acts and omissions. Manager is responsible for the payment of all withholding, social security and other taxes and
benefits for Manager and Manager’s agents or employees. Manager is responsible for filing all necessary tax returns on Manager’s own
behalf. Manager, its agents, employees and independent contractors shall not be eligible for any employee benefit plan offered by Practice.

9.0      TERM AND TERMINATION

 9.1.     Term . The term of this Agreement shall be for a period of ten (10) years, commencing on the Effective Date of this
Agreement. This Agreement shall automatically renew for succeeding terms of five (5) years unless either Party, at least one hundred eighty
(180) days prior to the expiration of any term, gives written notice of its intention not to renew said Agreement.

 9.2       Termination .

                  This Agreement may be terminated by either Party upon prior written notice for any of the following reasons:


                                                                                                                                       Page 5 of 17
                  9.2.1    Institution by a Party of proceedings of any nature under any laws of the United States or of any state, whether now
existing or subsequently enacted or amended, for the relief of debtors wherein such Party is seeking relief as a debtor;

                  9.2.2     A general assignment by a Party for the benefit of creditors;

                 9.2.3    The institution by a Party, in the capacity of a debtor, of a proceeding in which such Party seeks relief from its
indebtedness under any section or chapter of the Federal Bankruptcy Act as now existing or hereafter amended or becoming effective;

                  9.2.4     The institution against a Party, by one or more of its creditors, of a proceeding under any section or chapter of the
Federal Bankruptcy Act as now existing or hereafter amended or becoming effective, which proceeding is not dismissed, stayed or discharged
within a period of sixty (60) days after the filing thereof or if stayed, which stay is thereafter lifted without a contemporaneous discharge or
dismissal of such proceeding;

                   9.2.5    A proposed plan of arrangement or other action by a Party’s creditors taken as a result of a general meeting of the
creditors of such Party;

                 9.2.6    The appointment of a receiver, trustee or like officer, to take possession of a Party’s assets; which receivership
remains undischarged for a period of thirty (30) days from the date of its imposition;

                   9.2.7     The material breach of this Agreement by either Party, provided that such breach continues uncured for a period of
thirty (30) days after written notice thereof has been given by one of the Parties to the other;

                 9.2.8     The issuance of a final order of any governmental agency or court which has competent jurisdiction over Parties
hereto which order requires the termination of this Agreement; or

                 9.2.9   Violation of the patient privacy requirements and/or obligations under the Health Insurance Portability and
Accountability Act (“HIPPA”) in such manner as to require the termination of this Agreement in accordance with the requirements of the
Business Associate Agreement identified as Exhibit “C,” attached hereto and incorporated herein by reference.

         9.3        Effect of Termination .

 9.3.1     The various rights and remedies herein provided shall be cumulative and in addition to any other rights and remedies the Parties may
be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not impair the rights of either Party to exercise
any other right or remedy at law or in equity.

 9.3.2    Termination of this Agreement shall not release or discharge either Party from any obligation, debt or liability which shall have
previously accrued and remains to be performed upon the date of termination.


                                                                                                                                      Page 6 of 17
 9.3.3    Within sixty (60) days after termination of this Agreement pursuant to this Section, an accounting shall be made by each Party of all
sums which may be due and owing to the other Party in accordance with the provisions of this Agreement. Payment to settle any such balance
shall be made within thirty (30) days after submission of each accounting.

10.0.    GENERAL PROVISIONS

 10.1       Entire Agreement; Amendment . The Parties agree that neither Party has made any representation, warranty or covenant not fully
set forth herein, and that this Agreement is a complete statement of the entire agreement which supersedes all previous communications
between the Parties hereto. This Agreement may only be amended by written instrument executed by both Parties.

 10.2      Prior Agreements . This Agreement supersedes all prior oral or written agreements covering the same matter between the Parties.

 10.3       Binding Effect . The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto,
their successors, assigns, and legal representatives, except that no Party may assign or transfer its rights or obligations under this Agreement in
any manner other than as provided in this Agreement.

 10.4     Severability . The provisions of this Agreement shall be deemed severable and if any portion shall be held invalid, illegal or
unenforceable for any reason, the remainder of this Agreement shall be effective and binding on the Parties.

 10.5       Applicable Law . This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by
the laws of the State of California. Any actions, arbitration or proceedings instituted by either Party with respect to any matters arising under or
growing out of this Agreement shall be brought and tried only in the courts located in the County of Orange, State of California, and each of the
Parties hereto expressly waives its rights under any applicable statute to cause any such action or proceeding to be brought or tried elsewhere.

 10.6      Headings . Any titles, captions or paragraphs contained in this Agreement are for convenience only and shall not be deemed part of
the contents of this Agreement, and shall in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision
hereof.

 10.7        Dispute Resolution . Any controversies or claims between the Parties regarding this Agreement must first be put in writing and
delivered to the other Party. The Parties will make a good faith attempt to resolve the issue in question. If the Parties to this Agreement cannot
settle grievances or disputes between them in an informal and expeditious fashion, one or both of the Parties may file suit in an appropriate
civil court.


                                                                                                                                       Page 7 of 17
 10.8     Assignment . This Agreement and the rights, interests, and benefits hereunder shall not be assigned, transferred, pledged, or
hypothecated in any way by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

 10.9       Other Contractual Commitments . Manager represents, assures, and agrees that it has not entered into, and that it shall not enter
into, any other contractual commitment, contract, or relationship that will restrict or impair Manager’s performance of its contractual
obligations under this Agreement

 10.10       Representation by Counsel . The Parties acknowledge that they have had the opportunity to consult with legal counsel of their
choice prior to execution of this Agreement. The Parties further acknowledge that the terms of this Agreement are the result of negotiations
between them and that the terms of this Agreement shall not be construed in favor of, or against, any Party by reason of the extent to which a
Party or its counsel participated in its drafting, or by reason of the extent to which this Agreement may be inconsistent with prior drafts thereof.

 10.11       Changes in Law . Both Parties agree that in the event that future legislation is enacted or regulations are promulgated or a decision
of a court is rendered that, in the opinion of legal counsel for either Party, affects or may affect the legality of this Agreement or materially and
adversely affect the ability of either Party to perform its obligations or receive the benefits intended hereunder (“Change in Law”), then
Manager agrees to work with Practice in good faith to amend this Agreement as necessary to bring it into compliance with applicable laws and
to carry out the original intention of the Parties to the extent possible. If not, either Party may terminate on thirty (30) days’ written notice.

 10.12     Third-Party Beneficiaries . The rights and obligations of each Party to this Agreement shall inure solely to the benefit of the Parties
hereto, and no persons or entity shall be a third party beneficiary of this Agreement

 10.13     Waiver. A waiver of any of the terms and conditions hereof shall not be construed as a waiver of any other terms and conditions
hereof

 10.14      Notices . Any notice required or permitted by this Agreement shall be given in writing sent by overnight delivery, personal delivery
or United States registered or certified mail, return receipt requested, all of which shall be properly addressed, with postage or delivery charges
prepaid as follows:

         If to Manager:                                          Synergistic Resources, LLC
                                                                 2512 Artesia Blvd., Ste. 120
                                                                 Redondo Beach, CA 90278
                                                                 Attn: Mr. Brent Inzer, President


                                                                                                                                         Page 8 of 17
If to Practice:                                    Kien P. Tran, M.D., Inc.
                                                   15491 Pasadena Apt. 87
                                                   Tustin, CA 92780
                                                   Attn: Dr. Tran

Notices sent by personal delivery shall be deemed given upon actual receipt. Notices sent by overnight delivery shall be deemed given on the
next business day. Notices sent via United States registered or certified mail shall be deemed given two (2) business days from mailing.

 10.15     Counterparts . This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one
Agreement and shall be binding on all of the Parties hereto, notwithstanding that all of the Parties are not signatory to the original or the same
counterparts.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date first- above written.

PRACTICE                                                                    MANAGER
Kien P. Tran, M.D., Inc.                                                    Synergistic Resources, LLC

/s/ Kien P. Tran                                                            /s/ Brent Inzer

By:        Kien P. Tran, MD                                                 By:        Brent Inzer

Title:                                                                      Title:       Managing Member



                                                                                                                                       Page 9 of 17
                                                                 EXHIBIT A
                                                              MANAGER’S DUTIES

Manager shall provide the following services to Practice:

1.         Facilities . Manager shall secure and maintain such space and equipment (“Facilities”) as reasonably necessary for Practice to carry
out its activities described under this Agreement. Practice shall sub-lease such Facilities, however, such Facilities shall remain the property of
Manager, and Practice shall not remove, damage or commit waste to any of the Facilities. Manager will provide for maintenance of the
Facilities, utilities, normal janitorial services, refuse disposal and Manager’s compensation shall reflect the costs of same.

2.        Patient Collections . Carry out all activities related to collection of patient fees, including but not limited to the following activities:
         2.1       Develop and implement policies and procedures;
         2.2       Prepare and present invoices to patients for payment at time of service;
         2.3       Collect and process all payments received;
         2.4       Reconcile patient accounts;
         2.5       Provide reports of patient account status as requested.

3.        Financial Services .
         3.1      Bookkeeping;
         3.2      Budgeting and monthly reporting of status;
         3.3      Accounts receivable;
         3.4      Accounts payable;
         3.5      Provide report of accounting activities;
         3.6      Provide overall financial analysis of Practice;
         3.7      Year-end financial reports;
         3.8      Issuance of 1099 forms and related;
         3.9      Electronic data processing.

4.        Patient Inquiries/Complaints . Develop and implement a program for management of patient inquiries and complaints in accordance
with Practice requirements including but not limited to the following activities:
         4.1       Respond to initial patient inquiries and complaints;
         4.2       Track inquiries and complaints;
         4.3       Notify Practice of patient complaints.

5.        Contracting .
         5.1      Assist Practice in contract review and negotiation;
         5.2      Assist Practice in recruiting and negotiating agreements with physicians.

6.       Credentialing Program . Provide administrative support to Practice as necessary to obtain and verify credentialing information in
accordance with applicable laws, standards and Practice requirements, including but not limited to the following activities:


                                                                                                                                         Page 10 of 17
         6.1      Prepare Credentialing Policies and Procedures;
         6.2      Provide administrative support to all credentialing activities;
         6.3      Obtain primary source verification;
         6.4      Prepare applicable documentation;
         6.5      Set up provider credentialing file and follow-up of credentialing documents.

7.         Business Development . Manager shall provide research and advice regarding trends and developments related to the business
activities of Practice, including business considerations related to the achievement of improved quality of patient care. Manager shall also
assist Practice in developing appropriate business goals for Practice.

8.        Advertising, Marketing and Public Relations . At Practice’s request and sole expense, Manager shall provide such advertising,
marketing and public relations assistance as deemed necessary and appropriate to effectively promote and market the health care services
provided by Practice. Compensation for any advertising, marketing and public relations activities shall not take into account the volume or
value of patient referrals generated by such advertising, marketing and public relations assistance, and shall be separate and apart from
compensation for other Manager services. All advertising, marketing and public relations services shall be conducted in accordance with
applicable state and federal laws and regulations.

9.         Regulatory Compliance . Manager shall supervise Practice’s compliance with all regulatory and accreditation standards applicable to
Practice, including without limitation, those required by contractual obligation or any state or federal law or regulation, or private or public
accreditation agency.

10.      Technical Support . Manager shall, at Practice’s request, provide technical advice regarding the installation and renovation of
equipment for the Practice.

11.        Professional Services . Manager shall serve as Practice’s representative for purposes of obtaining professional services of third
Parties, including the services of certified public accountants, independent financial counselors and legal counsel. Compensation for such
professional services shall be the responsibility of Practice and is not included within the compensation paid to Manager under this
Agreement. Practice agrees that any confidential communications concerning the business of Practice may be disclosed to Manager for
purposes of Manager’s duties under this Paragraph.

12.       Reports . Manager shall provide to Practice on a monthly basis, and at such other times as reasonably requested by Practice, such
reports as are mutually agreed upon between Manager and Practice as reasonably necessary for the informed management and operation of the
Practice.

13.       Operations . Manager shall carry out all office and staff management functions, including but not limited to:
         13.1    Human Resources, including recruiting, hiring, training, evaluating, supervising, and termination of all administrative staff;


                                                                                                                                    Page 11 of 17
 13.2     Scheduling, including making and tracking all patient appointments;
         13.3    Staffing, including assuring adequate administrative staff; and assisting Practice with scheduling adequate Professional staff
 13.4     General office management, including filing, maintenance of records, etc.

14.        Manager’s Financial Authority . Manager shall have the authority to receive all funds on behalf of the Practice. Such funds shall be
deposited by Manager to a bank account established jointly by Practice and Manager for such purposes. Both Manager and Practice shall have
signature authority on such account. Manager shall have the authority to disburse funds from such account in discharge of Practice’s financial
obligations, with one signature being required on disbursements of less than $25,000, and two signatures on disbursements greater than such
amount. The two signatories may be officers and/or directors of Manager or of Practice.

15.       Limitations on Manager’s Authority . Manager shall not, without the prior written consent of the Practice:
         15.      borrow money in the name of the Practice;
         15.2     transfer, hypothecate, compromise or release any Practice claim except on payment in full;
         15.3     sell, lease or hypothecate Practice’s property;
         15.4     knowingly suffer or cause anything to be done whereby the Practice’s property may be seized or attached or taken in
                  execution, or its ownership or possession otherwise endangered.


                                                                                                                                  Page 12 of 17
                                                                  EXHIBIT B

                                                              COMPENSATION

Pursuant to the provisions of Section 5.1 of this Agreement, Practice shall pay Manager in full and complete compensation for its services, as
follows:

1.         Sixty percent (60%) in addition to advertising as listed below of Practice’s monthly gross revenues collected during the preceding
thirty (30) days. The term gross revenues, as used herein shall mean all revenues generated from billings for all of the Practice’s patient
services, including medical and related ancillary charges and facility charges.

2.       Exclusions: The following expenses are excluded from this Agreement and shall be the sole financial responsibility of Practice:
         a.      Practice legal expenses;
         b.      Practice professional liability insurance and Practice comprehensive liability insurance; and
         c.      tax preparation services by an outside accounting firm.

3.       Advertising, Marketing and Promotion of Practice: Compensation of Manager for conducting advertising, marketing and promotion
projects shall be determined on a project-by–project basis, at fair market value for the services provided, and shall not take into account the
volume or value of patient referrals.


                                                                                                                                    Page 13 of 17
                                                                    EXHIBIT C

                                                    BUSINESS ASSOCIATE AGREEMENT

In order to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the
regulations promulgated thereunder relating to the privacy and security of Protected Health Information, and notwithstanding any contrary
provisions of the underlying agreement, the Parties agree to the following:

A.       DEFINITIONS

“Designated Record Set” shall mean a group of records maintained by or for the PRACTICE that is (i) the medical records and billing records
about individuals maintained by or for the PRACTICE, (ii) the enrollment, payment, claims adjudication, and case or medical management
record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the PRACTICE to make decisions about
individuals. As used herein the term “Record” means any item, collection, or grouping of information that includes Protected Health
Information and is maintained, collected, used, or disseminated by or for the PRACTICE.

“Electronic Transaction Rule” shall mean the standards for processing standard transactions and code sets at 45 C.F.R. Parts 160 and 162.

“Individually Identifiable Health Information” shall mean information that is a subset of health information, including demographic
information collected from an individual, and (i) is created or received by a healthcare provider, health plan, employer, or healthcare
clearinghouse; and (ii) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care
to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) identifies the individual, or (b)
with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

“Privacy Standards” shall mean the Standard for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164.

“Protected Health Information” shall mean Individually Identifiable Health Information that is (i) transmitted by electronic media, (ii)
maintained in any medium constituting Electronic Media; or (iii) transmitted or maintained in any other form or medium. “Protected Health
Information” shall not include (i) education records covered by the Family Educational Right and Privacy Act, as amended, 20 U.S.C. § 1232g;
(ii) records described in 20 U.S.C. § 1232g(a)(4)(B)(iv) and (iii) Employment records held by a covered entity in its role as employer.

“Secretary” shall mean the Secretary of the Department of Health and Human Services.

“Security Rule” shall mean the security standards for the protection of electronic Protected Health Information at 45 C.F.R. Parts 160 and 164.


                                                                                                                                        Page 14 of 17
B.       OBLIGATIONS OF MANAGER

 Section 1. Use of Protected Health Information. Manager shall not, and shall ensure that its directors, officers, employees, contractors, and
agents, do not, use Protected Health Information received from the PRACTICE in any manner that would constitute a violation of the Privacy
Standards if used by the PRACTICE, except that Manager may use Protected Health Information (i) as permitted or required pursuant to the
Agreement between PRACTICE and Manager, (ii) for Manager’s proper management and administrative services, (iii) to carry out the legal
responsibilities of Manager, or (iv) as required by law. As between Manager and PRACTICE, the PRACTICE is the owner of all Protected
Health Information.

 Section 2. Disclosure of Protected Health Information. Manager shall not, and shall ensure that its directors, officers, employees,
contractors and agents do not, disclose Protected Health Information received from the PRACTICE in any manner that would constitute a
violation of the Privacy Standards if disclosed by the PRACTICE, except that Manager may disclose Protected Health Information (i) in a
manner permitted pursuant to this Agreement, (ii) for Manager’s proper management and administrative services, or (iii) as required by
law. To the extent Manager discloses Protected Health Information to a third party as permitted in accordance with this Agreement, Manager
must obtain, prior to making any such disclosure, (a) reasonable assurances from such third party that such Protected Health Information will
be held confidential as provided pursuant to this Agreement and only used or disclosed as required by law or for the lawful purposes for which
it was disclosed to such third party, and (b) an agreement from such third party to immediately notify Manager of any breaches of the
confidentiality of the Protected Health Information, to the extent it has obtained knowledge of such breach. Not with standing the foregoing,
Manager shall refer all requests for Protected Health Information pursuant to subpoena or any other discovery request or judicial or
administrative order mandating disclosure to PRACTICE within two (2) business days of receipt. It shall be the PRACTICE’s responsibility to
make all determinations regarding compliance with any such mandated disclosure.

 Section 3. Minimum Necessary. Manager agrees that all requests for Protected Health Information from PRACTICE will be for the
minimum necessary in order to provide the stated services to PRACTICE.

 Section 4. Accounting of Disclosures. Manager agrees to document disclosures of Protected Health Information and information related to
such disclosures as would be required for PRACTICE to respond to a request by an individual for an accounting of disclosures of Protected
Health Information in accordance with 45 CFR § 164.528.

 Section 5. Safeguards Against Misuse of Information. Manager agrees that it will implement all appropriate safeguards to prevent the use
or disclosure of Protected Health Information other than pursuant to the terms and conditions of this Agreement. Manager further agrees to
implement administrative, physical and technical safeguards consistent with the requirements of the Security Rule that reasonably and
appropriately protect the confidentiality, integrity and availability of electronic Protected Health Information that it creates, receives, maintains
or transmits on behalf of PRACTICE.

 Section 6. Reporting of Disclosures of Protected Health Information . Manager shall within five (5) days of becoming aware of a disclosure
of Protected Health Information in violation of this Agreement by Manager, its officers, directors, employees, contractors, or agents or by a
third party to which Manager disclosed Protected Health Information pursuant to Section 2 of this Exhibit, report any such disclosure to the
PRACTICE. Manager further agrees to report to PRACTICE any security incident of which it becomes aware as required by the Security Rule.


                                                                                                                                       Page 15 of 17
 Section 7. Mitigation. Manager agrees to mitigate, to the extent practicable, any harmful effect that is known to Manager of a use or
disclosure of Protected Health Information by Manager in violation of the requirements of this Agreement.

 Section 8. Agreements by Third Parties. Manager shall enter into an agreement with any agent or subcontractor that will have access to
Protected Health Information that is received from, or created or received by Manager on behalf of the PRACTICE pursuant to which such
agent or subcontractor agrees to be bound by the same restrictions, terms and conditions that apply to Manager pursuant to this Agreement with
respect to such Protected Health Information.

 Section 9. Access to Information. Within five (5) days of a request by the PRACTICE for access to Protected Health Information about an
individual contained in a Designated Record Set, Manager shall make available to the PRACTICE such Protected Health Information for so
long as such information is maintained in the Designated Record Set. In the event any individual requests access to Protected Health
Information directly from Manager, Manager shall within two (2) business days forward such request to the PRACTICE. It shall be the
PRACTICE’s responsibility to make all determinations regarding granting or denying any such access requested.

 Section 10. Availability of Protected Health Information for Amendment. Within ten (10) days of receipt of a request from the PRACTICE
for the amendment of an individual’s Protected Health Information or a record regarding an individual contained in a Designated Record Set
(for so long as the Protected Health Information is maintained in the Designated Record Set), Manager shall provide such information to the
PRACTICE for amendment and incorporate any such amendments in the Protected Health Information as required by 45 C.F.R. § 164.526. In
the event the request for an amendment is delivered directly to Manager, Manager shall within two (2) business days forward such request to
the PRACTICE. It shall be the PRACTICE’s responsibility to make any determinations regarding granting or denying any such amendment
requested.

 Section 11. Requests for Accounting of Disclosures . Within ten (10) days of notice by the PRACTICE to Manager that it has received a
request for an accounting of disclosures of Protected Health Information regarding an individual during the six (6) years prior to the date on
which the accounting was requested, Manager shall make available to the PRACTICE such information as is in Manager’s possession and is
required for the PRACTICE to make the accounting required by 45 C.F.R. § 164.528. At a minimum, Manager shall provide the PRACTICE
with the following information: (i) the date of the disclosure, (ii) the name of the entity or person who received the Protected Health
Information, and if known, the address of such entity or person, (iii) a brief description of the Protected Health Information disclosed, and (iv) a
brief statement of the purpose of such disclosure which includes an explanation of the basis for such disclosure. In the event the request for an
accounting is delivered directly to Manager, Manager shall within two (2) business days forward such request to the PRACTICE. It shall be
the PRACTICE’s responsibility to prepare and deliver any such accounting requested by an individual, subject to Manager’s obligations set
forth in this Section. Manager hereby agrees to implement an appropriate recordkeeping process to enable it to comply with the requirements
of this Section.

 Section 12. Electronic Transactions. If Manager conducts any Standard Transaction for or on behalf of PRACTICE, Manager shall comply
with the requirements under the Electronic Transaction Rule.

 Section 13. Availability of Books and Records. Manager hereby agrees to make its internal Practices, books and records, including policies
and procedures, relating to the use and disclosure of Protected Health Information received from, or created or received by Manager on behalf
of the PRACTICE available to PRACTICE or to the Secretary for purposes of the Secretary determining the PRACTICE’s and Manager’s
compliance with the Privacy Standards.


                                                                                                                                     Page 16 of 17
 Section 14. Indemnification . Manager agrees to indemnify, defend, and hold harmless PRACTICE, its directors, officers, employees,
contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities
which PRACTICE may incur by reason of Manager’s breach of or failure to perform any of its obligations pursuant to this
Agreement. Further, Manager agrees to indemnify, defend, and hold harmless PRACTICE, its directors, officers, employees, contractors and
agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Manager in
connection with the defense of such claims. Any damages resulting from Manager’s breach of its obligations pursuant to this Agreement shall
be expressly excluded from any limitations of liability set forth in the Original Agreement.

C.       TERMINATION OF AGREEMENT WITH MANAGER

 Section 1. Termination Upon Breach of Provision to Protected Health Information. Any other provision of this Agreement notwithstanding,
this Agreement may be terminated by the PRACTICE upon five (5) days written notice to Manager in the event that the PRACTICE breaches
any provision contained in this Agreement and such breach is not cured within such five (5) day period; provided, however, that in the event
that termination of this Agreement is not feasible in the PRACTICE’s sole discretion, Manager hereby acknowledges that the PRACTICE shall
have the right to report the breach to the Secretary. In addition, PRACTICE retains the right to seek injunction and other legal and equitable
rights and remedies available under the law as necessary to prevent unauthorized use and disclosure of Protected Health Information.

 Section 2. Return or Destruction of Protected Health Information upon Termination. Upon termination of the Original Agreement,
Manager shall either return or destroy all Protected Health Information received from the PRACTICE or created or received by Manager on
behalf of the PRACTICE and which Manager or any subcontractor still maintains in any form. Manager shall notify PRACTICE of any such
destruction. Manager shall not retain any copies of such Protected Health Information. In the event that PRACTICE and Manager mutually
agree that it is not feasible to return or destroy such Protected Health Information, the terms and provisions of Article B shall survive
termination of this Agreement and such Protected Health Information shall be used and disclosed solely for such purpose or purposes, which
prevented the return or destruction of such Protected Health Information.


                                                                                                                                   Page 17 of 17
                                                                                                                              EXHIBIT 10.15

                                                     EMPLOYMENT AGREEMENT

 This Employment Agreement is entered this 1st day of December, 2010, by and between General Cannabis, Inc., a Nevada corporation (the
“Employer”), and Brent Inzer, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows:

                                                ARTICLE 1. AT-WILL EMPLOYMENT

Section 1.1.          At-Will Employment. Employer hereby employs Employee and Employee hereby accepts employment with Employer
on an at-will basis, with both Employer and Employee able to terminate the employment relationship at any time, with or without cause. This
at-will status can only be changed by a writing signed by Employer’s President.

Section 1.2.          Annual Review. Employer will grant Employee an annual review. This annual review may result in a corresponding
increase in salary to Employee, but any increase in salary is in the sole discretion of Employer.

                                     ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE

         Section 2.1.      General Job Responsibilities. Employee is being hired for the position of Manager – Business Development
for the Employer. Employee shall report directly to Employer’s Chief Executive Officer. In that capacity, Employee shall do and perform the
following services:

        Manage, execute and be responsible for all matters necessary to source and negotiate lease space in order for the Employer to open
         and manage health care facilities.

        Assist Employer’s management with the ongoing operations of existing clinics currently being managed and/or owned by the
         Employer.

        Additional responsibilities as required by the Employer.

Section 2.2.       Matters Requiring Consent of Employer’s President. Employee shall not, without specific written approval of the
Employer’s President, do or contract to do any of the following:

        (1)       Bind the Employer to any contract or agreement outside the Employer’s ordinary course of business (meaning – e-commerce
                  and marketing as it relates to the cannabis industry and any other industry in which Employer is either operating in or is in
                  the pre-operation development stage at the time of Employee’s departure (the “Business”) that could cause the Employer to
                  expend in excess of $1,000.00 (One Thousand Dollars); or
        (2)       Bind the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary
                  or involuntary;
        (3)       Bind the Employer to a sale of all or substantially all of the assets of the Employer;
        (4)       Bind the Employer to a transaction that would result in a change of the control of the Employer;
        (5)       Bind the Employer to any transaction that would result in the issuance of any shares of any class of stock of the Employer
                  after the date of this Agreement, or any security convertible into or exchangeable for any shares of any class of the
                  Employer’s stock;


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         (6)       Guaranty any debt or obligation in the name of the Employer; or
         (7)       Any other matter prohibited by the Employer’s written practices and policies that have been, or will be, distributed to
                   Employer’s employees.

         Section 2.3.         Devotion to Employer’s Business.

           (a)      Subject to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and
skill to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities set
forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere with
Employee’s obligations, duties and responsibilities to Employer hereunder.

 (b)       During Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or
directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for
compensation or otherwise, that competes with Employer or interferes with Employee’s obligations, duties and responsibilities to Employer
hereunder, without the prior written consent of Employer’s CEO. However, the expenditure of reasonable amounts of time for educational,
charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the
services required under this agreement and such activities shall not require the prior written consent of Employer’s CEO.

         (c)        This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting
private business affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the term
of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any material interest in any business competing
with or similar in nature to the Business.

         Section 2.4.         Competitive Activities. While Employee is an employee of Employer, and for a period of one (1) year after
termination, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal partner, stockholder,
corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that competes with the
Business. Employee acknowledges that this non-compete provision itself survives the termination of this employment agreement.

         Section 2.5.        Uniqueness of Employee’s Services. Employee hereby represents and agrees that the services to be performed
by Employee under this agreement are of a special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressly agrees that
Employer, in addition to any other rights or remedies that the Employer may posses, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this contract by Employee. The parties are aware that under California law specific performance may not be
available to enforce all breaches of this agreement but acknowledge that for all such material breaches of this agreement the non-breaching
party would be harmed and both parties agree that this harm will be recoverable through monetary damages.


                                                                       2 of 8
         Section 2.6.        Trade Secrets.

         (a)       The parties acknowledge and agree that during Employee’s employment and in the course of the discharge of his duties
hereunder, Employee shall have access to and become acquainted with confidential information concerning the operation and processes of
Employer, including without limitation, confidential financial, personnel, sales, and other information that is owned by Employer’s business,
and that such information constitutes Employer’s trade secrets (“Trade Secrets”).

          (b)      Employee specifically agrees that he shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or
indirectly to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is
required in the course of his employment hereunder.

         (c)       Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets
obtained by Employee during the course of his employment with Employer, including confidential information concerning Employer’s current
or any future and proposed work, services, or products, the facts as well as any descriptions thereof, would constitute unfair trade practices and
unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s employment or at any other
time thereafter.

          (d)       Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to
Employer’s business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall
be removed from the premises of Employer only with the express prior written consent of Employer. Employee shall not solicit or hire any
client(s) or employee(s) of Employer for one (1) year following termination of employment. Trade Secrets do not include: (1) information that
was in the public domain at the time of disclosure; or (2) information that subsequently becomes part of public knowledge or literature through
a deliberate act of Employer or Employee as of the date of its becoming public.

          Section 2.7          Discoveries. All inventions, discoveries, ideas, and other intellectual property rights (“Intellectual Property”)
made or conceived by Employee during the term hereof, either solely or jointly with others, whether they can be patented or not, to the extent
related to and arising out of Employee’s performance under this Agreement shall be promptly and fully disclosed to the Employer, considered
work for hire and all right, title and interest thereto anywhere in the world shall be the Employer’s property. In the event that such inventions,
discoveries and ideas are not considered work for hire for any reason, Employee hereby unconditionally assigns to the Employer all of his right,
title and interest therein. Employee agrees to execute any and all documents deemed necessary by the Employer to effectuate the foregoing at
any time, whether before or after the expiration or earlier termination of this Agreement. Compensation for any such inventions, discoveries or
ideas shall be deemed to be included in the compensation paid to Employee hereunder.


                                                                      3 of 8
                                              ARTICLE 3. OBLIGATIONS OF EMPLOYER

         Section 3.1.      General Description. Employer shall provide Employee with the compensation, incentives, benefits, and
business expense reimbursement specified elsewhere in this agreement.

          Section 3.2.        Office and Staff. Employer shall provide Employee with an office, office equipment, supplies, and other
facilities and services, suitable to Employee’s position and adequate for the performance of his duties. Employee shall work from the
Employer’s corporate headquarters, which is currently located in Costa Mesa, California. Employee is required to spend time at the
Employer’s corporate headquarters and in the field as necessary to effectively carry out his job duties and responsibilities, maintain team
continuity and direction, grow and maximize sales, and to achieve his established goals. Employee understands and agrees that frequent travel
may be necessary to accomplish his job responsibilities outlined herein.

                                            ARTICLE 4. COMPENSATION OF EMPLOYEE

        Section 4.1.         Annual Salary.

       (a)       As compensation for the services to be rendered hereunder, Employee shall receive an annual salary at the rate of $15,000
per month , payable twice a month.

         (b)       Employee may receive such annual increases in salary as may be determined by Employer in its sole discretion on the
anniversary of this Agreement. Nothing herein requires Employer to increase Employee’s salary at any time.

         Section 4.2.       Tax Withholding . Employer shall have the right to deduct or withhold from the compensation due to Employee
hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may be
enacted and become applicable in the future.

                                                  ARTICLE 5. EMPLOYEE BENEFITS

Section 5.1.        Eligibility. Employee will be entitled to begin accruing the benefits listed in this Section immediately after Employee’s
start date.

Section 5.2.         Annual Vacation. Employer does not currently offer vacation leave. However, to the extent that the Employer offers
vacation leave to its employees in the future, Employee will be eligible to participate in such a plan, in accordance with what the Employer
offers to other comparable employees.

Section 5.3.        Sick Leave. Employer does not currently offer sick leave. However, to the extent that the Employer offers sick leave to
its employees in the future, Employee will be eligible to participate in such a plan, in accordance with what the Employer offers to other
comparable employees.

Section 5.4.          Medical Coverage. Employer does not currently offer medical coverage. However, to the extent that the Employer
offers coverage to its employees in the future, Employee will be eligible to participate in such coverage, in accordance with what the Employer
offers to other comparable employees.


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Section 5.5.         Retirement Plan. Employer does not currently offer retirement benefits. However, to the extent that the Employer
offers retirement benefits to its employees, Employee will be eligible to participate in such benefits, in accordance with what the Employer
offers to other comparable employees.

                                                    ARTICLE 6. BUSINESS EXPENSES

Section 6.1.        Reimbursement of Business Expenses.

 (a)     Employer shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of
Employer, conditional on Employee receiving written authorization from the President or CEO, prior to incurring such expense.

          (b)      Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of Employer.

        (c)       Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other
documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.

                                            ARTICLE 7. TERMINATION OF EMPLOYMENT

        Section 7.1.        Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer
or Employee at any time for any reason, with or without cause.

         Section 7.2.        Termination Upon Death. Employee’s employment hereunder shall terminate upon his death, in which event
the Employer shall pay to such person as the Employee shall have designated in a written notice filed with the Employer, or if no such person
shall have been designated to his estate, all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses through the date of termination.

          Section 7.3.       Termination Upon Disability. If, as a result of a permanent mental or physical disability, Employee shall have
been absent from his duties hereunder on a full-time basis for six (6) consecutive months, (“Disability”) and, within thirty (30) days after the
Employer notifies Employee in writing that it intends to replace him, (which notice can be given at the end of the fifth month during such
six-month period), Employee shall not have returned to the complete performance of his duties on a full-time basis, the Employer shall be
entitled to terminate Employee’s employment. In addition, Employee shall, upon his Disability, have the right to terminate his employment
with Employer. If such employment is terminated (whether by the Employer or Employee) as a result of Employee’s Disability, then Employer
shall pay, if applicable, to Employee all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses, through the date of termination.


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          Section 7.4.           Termination for Cause. Employer shall be entitled to terminate Employee’s employment for Cause, in which
event Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of
business expenses, through the date of termination. For purposes of this agreement, “Cause” shall mean (i) the conviction of Employee of a
felony, (ii) the commission by Employee of an act of fraud or embezzlement involving assets of the Employer or its customers, suppliers or
affiliates, (iii) a willful breach or habitual neglect of Employee’s duties which he is required to perform under the terms of his employment (See
Section 2.1, above) and which causes material harm to the Business, (iv) refusal to timely produce any and all documentation related to the
Employer’s business to the President upon request therefore, which refusal causes material harm to the Business; or (v) gross misconduct or
gross negligence in connection with the business of the Employer or an affiliate which has a material adverse effect on the Employer and any of
its subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until there shall
have been delivered to Employee a notice of termination which specifies the grounds for termination and a statement of supporting facts.

       Section 7.5         Termination without Cause . Subject to the provisions of Section 7.7 of this Agreement, Employee’s
employment hereunder may be terminated by Employer without Cause at any time and without prior notice to Employee.

         Section 7.6          Termination with Good Reason. Employee may resign at any time with Good Reason. For purposes of this
Agreement, Employee shall be deemed to have terminated his service to Employer for “ Good Reason ” if he terminates his service
because: (i) he experiences a material reduction in salary, benefits or role without his prior written consent unless (A) within the prior six (6)
months, Employee committed one or more of the acts defined as Cause in Section 7.4, above or (B) all of Employer’s employees are subject to
a similar reduction; or (ii) Employer relocates Employee’s office or reporting location more than 40 miles away from Employer’s current
corporate offices in Costa Mesa, California.

         Section 7.7          Payments upon Termination without Cause or With Good Reason . In the event that Employee’s employment
with Employer is terminated by Employer without Cause pursuant to Section 7.5 or by Employee with Good Reason pursuant to Section 7.6
above, then Employee shall be entitled to receive payment of four (4) weeks of Employee’s base salary in effect as of the date of such
termination. The severance payments will be made in accordance with the normal payroll cycle of Employer and subject to any required tax
withholdings and deductions. In the event that Employee breaches any of the covenants set forth in Article 2, above, Employer shall have no
further obligation to provide, and Employee shall have no further right to receive, any payments or benefits pursuant to this Section 7.7.

          Section 7.8         Return of Documents. Upon the termination of Employee's employment with Employer for any reason,
including without limitation termination by the Employer for Cause, Employee shall promptly deliver to Employer all correspondence,
manuals, orders, letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements, and any documents and copies
concerning Employer’s customers or concerning products or processes used by Employer and, without limiting the foregoing, will promptly
deliver to the Employer any and all other documents or material containing or constituting Trade Secrets.

                                                  ARTICLE 8. GENERAL PROVISIONS

Section 8.1.         Notices. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by
personal delivery or facsimile or overnight mail. Notices shall be addressed to the parties at the addresses below. Such notice or
communication shall be deemed to have been given or made, as of the date of delivery, as evidenced by a signed declaration under penalty of
perjury in the event of personal delivery, as evidenced by a facsimile confirmation sheet in the event of facsimile delivery, or as evidenced by
prove of overnight delivery in the event of delivery by overnight courier.


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         If to Employer:                   General Cannabis, Inc.
                                           2183 Fairview Road, Suite 101
                                           Costa Mesa, CA 92627
                                           Attn. James Pakulis, President
                                           Facsimile (949) 515-1625

         with a copy to:                   The Lebrecht Group, APLC
                                           9900 Research Drive
                                           Irvine, CA 92618
                                           Attn: Craig V. Butler, Esq.
                                           Facsimile: (949) 635-1244

         If to Employee:                   Brent Inzer


                                           Facsimile:

Section 8.2.        Arbitration.

         (a)       Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions,
or conditions of this agreement shall on written request of either party served on the other be submitted to arbitration.

         (b)      Employer and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so
appointed are unable to agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both
parties.

         (c)       The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

         (d)       Arbitration will be held in Orange County, California, unless mutually agreed upon by the parties in writing.

         Section 8.3.       Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
to which that party may be entitled. This provision shall be construed as applicable to the entire contract.

         Section 8.4.        Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between
the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the
parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either
party.

          Section 8.5.        Modifications. Any modification of this agreement will be effective only if it is in writing and signed by the
party to be charged.


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         Section 8.6.        Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or
conditions of this agreement by the other party shall not be deemed a waiver or relinquishment of any right or power at any one time or times
be deemed a waiver or relinquishment of that right or power for all or any other times.

         Section 8.7.         Partial Invalidity. If any provision in this agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

          Section 8.8.        Law Governing Agreement/Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. Any legal action, suit, arbitration, or proceeding arising from or relating to this Agreement shall be brought and
maintained in the appropriate court or arbitrator located in and with jurisdiction over Orange County, California and the parties hereby submit
to the jurisdiction thereof.

         Section 8.9.          Understanding Agreement. Employee has read and fully understands the points listed above and has agreed to
adhere to all sections as presented. Employee has had an opportunity to seek the advice of legal counsel regarding the terms of this agreement.

       Section 8.10.         Assignment . This Agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the
Employee.

         Section 8.11.     Amendment . This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the
terms or covenants hereof may be waived, only by a written instrument executed by both parties as hereto, as in the case of a waiver, by the
party waiving compliance.

         IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this
Amendment as of the date first above written. This agreement may be signed in counterparts and facsimile signatures are treated as original
signatures.

“Employer”                                                   “Employee”

General Cannabis, Inc.                                       Brent Inzer,
a Nevada corporation                                         an individual

/s/ James Pakulis                                            /s/ Brent Inzer
By: James Pakulis                                            By: Brent Inzer
Its: President


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                                                                                                                            EXHIBIT 10.16

                                                     EMPLOYMENT AGREEMENT

 This Employment Agreement is entered this 10 th day of January, 2011, by and between General Management Solutions, Inc., a California
corporation (the “Employer”), and David Johnson , hereinafter referred to as “Employee,” in consideration of the mutual promises made
herein, agree as follows:

                                                ARTICLE 1. AT-WILL EMPLOYMENT

Section 1.1.          At-Will Employment. Employer hereby employs Employee and Employee hereby accepts employment with Employer
on an at-will basis, with both Employer and Employee able to terminate the employment relationship at any time, with or without cause. This
at-will status can only be changed by a writing signed by Employer’s President.

Section 1.2.           Annual Review. Employer will grant Employee an annual review. This annual review may result in a corresponding
increase in salary to Employee, but any increase in salary is in the sole discretion of Employer.

                                     ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE

          Section 2.1.        General Job Responsibilities. Employee is being hired for the position of Lead U1 Engineer for the
Employer. Employee represents they have a deep and broad understanding of the web and website governance issues. Employee shall report
directly to President & Chief Strategy Officer Doug Francis, and work in conjunction with James Johnson and Robert Johnson . In that
capacity, Employee shall do and perform the following services:

                 Assist Chief Technical Architect and Sr. Project Manager with the growth of the Employers new subsidiary currently called
                  General Marketing Solutions, Inc. (“GMS”)
                 Act as lead UI architect
                 Assist Chief Technical Architect with management and implementation of site development
                 Provide guidance and insight on development techniques and methodologies
                 Coordinate and communicate effectively with other internal team members
                 Consistent and constant innovation as it applies to ideas, site development, techniques and implementation
                 Work on conjunction with management on the expansion of existing properties and the developing of new verticals
                 Ongoing development of new opportunities and verticals

Section 2.2.        Matters Requiring Consent of Employer’s. Employee shall not, without specific written approval of the Employer’s
President or CEO, do or contract to do any of the following:

        (1)       Bind the Employer to any contract or agreement outside the Employer’s ordinary course of business (meaning – insert
                  primary business of company) that could cause the Employer to expend in excess of $1,000.00 (One Thousand Dollars); or
        (2)       Bind the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary
                  or involuntary;
        (3)       Bind the Employer to a sale of all or substantially all of the assets of the Employer;
        (4)       Bind the Employer to a transaction that would result in a change of the control of the Employer;


                                                                     1
         (5)       Bind the Employer to any transaction that would result in the issuance of any shares of any class of stock of the Employer
                   after the date of this Agreement, or any security convertible into or exchangeable for any shares of any class of the
                   Employer’s stock;
         (6)       Guaranty any debt or obligation in the name of the Employer; or
         (7)       Any other matter prohibited by the Employer’s written practices and policies that have been, or will be, distributed to
                   Employer’s employees.

         Section 2.3.         Devotion to Employer’s Business.

           (a)      Subject to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and
skill to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities set
forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere with
Employee’s obligations, duties and responsibilities to Employer hereunder.

 (b)       During Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or
directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for
compensation or otherwise, that competes or could compete with Employer or interfere with Employee’s obligations, duties and responsibilities
to Employer hereunder, without the prior written consent of Employer’s CEO. However, the expenditure of reasonable amounts of time for
educational, charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere
with the services required under this agreement and shall not require the prior written consent of Employer’s CEO.

          (c)       This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting
private business affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the term
of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any interest in any business competing with or
similar in nature to the business of Employer.

         Section 2.4.           Competitive Activities. While Employee is an employee of Employer, and for a period of one (1) year after
termination, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal partner, stockholder,
corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that competes with any or
all of Employer’s businesses. Employee acknowledges that this non-compete provision itself survives the termination of the employment
agreement.

         Section 2.5.         Uniqueness of Employee’s Services. Employee hereby represents and agrees that the services to be performed
by Employee under this agreement are of a special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressly agrees that
Employer, in addition to any other rights or remedies that the Employer may posses, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this contract by Employee. The parties are aware that under California law specific performance may not be
available to enforce all breaches of this agreement but acknowledge that for all such material breaches of this agreement the non-breaching
party would be harmed and both parties agree that this harm will be recoverable through monetary damages.


                                                                         2
         Section 2.6.         Trade Secrets.

         (a)      The parties acknowledge and agree that during Employee’s employment and in the course of the discharge of his duties
hereunder, Employee shall have access to and become acquainted with information concerning the operation and processes of Employer,
including without limitation, financial, personnel, sales, and other information that is owned by Employer’s business, and that such information
constitutes Employer’s trade secrets (“Trade Secrets”).

          (b)      Employee specifically agrees that she shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or
indirectly to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is
required in the course of his employment hereunder.

         (c)      Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets
obtained by Employee during the course of his employment with Employer, including information concerning Employer’s current or any future
and proposed work, services, or products, the facts that any such work production, as well as any descriptions thereof, would constitute unfair
trade practices and unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s
employment or at any other time thereafter.

        (d)      Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to
Employer’s business, whether prepared by Employee or others, are also considered Trade Secrets and that they are and shall remain exclusively
the property of Employer and that they shall be removed from the premises of Employer only with the express prior written consent of
Employer. Employee shall not solicit or hire any client(s) or employee(s) of Employer for one (1) year following termination of
employment. Trade Secrets do not include: (1) information that was in the public domain at the time of disclosure; or (2) information that
subsequently becomes part of public knowledge or literature through a deliberate act of Employer or Employee as of the date of its becoming
public.

        Section 2.7          Employee Indemnification. Employee shall indemnify and hold Employer harmless from all liability for loss,
damage, or injury to persons or property resulting from the negligence or misconduct of Employee. In addition, Employee shall indemnify and
hold Employer harmless from all liability for loss, damage, or injury to persons or property as a result of a claim against Employer, or any of its
employees, from any of Employee’s former employers.

          Section 2.8          Discoveries. All inventions, discoveries, ideas, and other intellectual property rights (“Intellectual Property”)
made or conceived by Employee, either solely or jointly with others, whether they can be patented or not, to the extent related to and arising out
of Employee’s performance under this Agreement shall be promptly and fully disclosed to the Employer, considered work for hire and all right,
title and interest thereto anywhere in the world shall be the Employer’s property. In the event that such inventions, discoveries and ideas are
not considered work for hire for any reason, Employee hereby unconditionally assigns to the Employer all of his right, title and interest
therein. Employee agrees to execute any and all documents deemed necessary by the Employer to effectuate the foregoing at any time, whether
before or after the expiration or earlier termination of this Agreement. Compensation for any such inventions, discoveries or ideas shall be
deemed to be included in the compensation paid to Employee hereunder.


                                                                        3
                                              ARTICLE 3. OBLIGATIONS OF EMPLOYER

         Section 3.1.       General Description. Employer shall provide Employee with the compensation, incentives, benefits, and
business expense reimbursement specified elsewhere in this agreement.

          Section 3.2.         Office and Staff. Employer shall provide Employee with an office, office equipment, supplies, and other
facilities and services, suitable to Employee’s position and adequate for the performance of his duties. Employee shall work from the
Employer’s corporate headquarters, which is current located in Costa Mesa, California. Employee is required to spend time at the Employer’s
corporate headquarters and in the field as necessary to effectively carry out his job duties and responsibilities, maintain team continuity and
direction, grow and maximize sales, and to achieve his established goals. Employee understands and agrees that frequent travel may be
necessary to accomplish his job responsibilities outlined herein.

                                            ARTICLE 4. COMPENSATION OF EMPLOYEE

        Section 4.1.         Annual Salary.

        (a)      As compensation for the services to be rendered hereunder, Employee shall receive a monthly salary at the rate of
$12,500.00 payable twice a month.

         (b)       Employee may receive such annual increases in salary as may be determined by Employer in its sole discretion on the
anniversary of this Agreement or sooner as determined by the Employer. Nothing herein requires Employer to increase Employee’s salary at
any time.

       (c)        Employee shall receive a $10,000 signing bonus upon execution of this contract and commencement of employment with the
Employer.

         Section 4.2.       Tax Withholding . Employer shall have the right to deduct or withhold from the compensation due to Employee
hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may be
enacted and become applicable in the future.


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                                                 ARTICLE 5. EMPLOYEE INCENTIVES

Section 5.1.      Bonus Plan. In addition to Employee’s annual salary set forth in Section 4.1, and predicated on Employee’s continuing
employment, Employee will be entitled to the following:

Section 5.2.        Bonus Stock Options. Within sixty (60) days after the Securities and Exchange Commission declares the Registration
Statement on Form S-1 to be filed by Employer, effective, Employee will be issued an Incentive Stock Option (“ISO”) to purchase up to Seven
Hundred Thousand (700,000) shares of Employer’s common stock. The ISO will have an exercise price equal to 85% of the fair market value
of the Employer’s common stock on the date of grant.

The ISO will vest according to the following schedule:

(i)      If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1 st , 2011 through December 31 st , 2011, from the
annual gross sales from January 1 st , 2010 through December 31 st , 2010, then employee will vest in one quarter of the ISO shares (i.e. will be
able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the
Employer’s common stock );

(ii)      If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1 st , 2012 to December 31 st , 2012 from the annual
gross sales from January 1 st , 2011 through December 31 st , 2011, then Employee will vest in one quarter of the ISO shares (i.e. will be able to
exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s
common stock);

(iii)     If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1 st , 2013 to December 31 st , 2013 from the annual
gross sales from January 1 st , 2012 through December 31 st , 2012 then Employee will vest in one quarter of the ISO shares(i.e. will be able to
exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s
common stock);

(iv)     If GMS’ annual gross sales increase at least Fifty Percent (50%) or greater from January 1 st , 2014 to December 31 st , 2014 from the
annual gross sales from January 1 st , 2013 through December 31 st , 2013 then Employee will vest in one quarter of the ISO shares(i.e. will be
able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the
Employer’s common stock).

          Section 5.3.        Must Be Employed. In order for Employee to earn the incentives listed in this Section, Employee must be
employed by Employer in the same capacity as listed in Section 2.1 above, at the time the incentive is earned. Alternatively, Employee is
entitled to the above compensation if Employee is employed by Employer in a different position, if approved by the Employer, at Employer’s
sole discretion. If Employee is terminated then any unearned incentives will expire immediately.

                                                   ARTICLE 6. EMPLOYEE BENEFITS

Section 6.1.          Eligibility. Employee will be entitled to begin accruing the benefits listed in this Section immediately after Employee’s
start date, unless otherwise stated below.

Section 6.2.        Annual Vacation. Employer offers ten days paid vacation leave, to be accrued 12 months after Employees initial start
date.


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Section 6.3.         Sick Leave. Employer offers seven days medical (non-paid) sick leave. Sick leave days are earned via an accrual basis.

Section 6.4.         Medical Coverage. Employer offers Kaiser medical insurance.

Section 6.5.         Retirement Plan. Employer offers a 401(k) plan, non-matching at this time.

                                                    ARTICLE 7. BUSINESS EXPENSES

Section 7.1.         Reimbursement of Other Business Expenses.

 (a)     Employer shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of
Employer, conditional on Employee receiving written authorization from the President or CEO, prior to including such expense.

          (b)      Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of Employer.

        (c)       Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other
documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.

                                            ARTICLE 8. TERMINATION OF EMPLOYMENT

        Section 8.1.         Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer
or Employee at any time for any reason, with or without cause.

         Section 8.2.         Termination Upon Death. Employee’s employment hereunder shall terminate upon his death, in which event
the Employer shall pay to such person as the Employee shall have designated in a written notice filed with the Employer, or if no such person
shall have been designated to his estate, all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses through the date of termination.

          Section 8.3.        Termination Upon Disability. If, as a result of a permanent mental or physical disability, Employee shall have
been absent from his duties hereunder on a full-time basis for three (3) consecutive months, (“Disability”) and, within thirty (30) days after the
Employer notifies Employee in writing that it intends to replace him, (which notice can be given at the end of the second month during such
three-month period), Employee shall not have returned to the complete performance of his duties on a full-time basis, the Employer shall be
entitled to terminate Employee’s employment. In addition, Employee shall, upon his Disability, have the right to terminate his employment
with Employer. If such employment is terminated (whether by the Employer or Employee) as a result of Employee’s Disability, then Employer
shall pay, if applicable, to Employee all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses, through the date of termination.


                                                                        6
          Section 8.4.            Termination for Cause. Employer shall be entitled to terminate Employee’s employment for Cause, in which
event Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of
business expenses, through the date of termination. For purposes of this agreement, “Cause” shall mean (i) the conviction of Employee of a
felony, (ii) the commission by Employee of an act of fraud or embezzlement involving assets of the Employer or its customers, suppliers or
affiliates, (iii) a willful breach or habitual neglect of Employee’s duties which he is required to perform under the terms of his employment (See
Section 2.1, above), (iv) refusal to timely produce any and all documentation related to the Employer’s business to the President upon request
there from, or (v) gross misconduct or gross negligence in connection with the business of the Employer or an affiliate which has a material
adverse effect on the Employer and any subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to Employee a notice of termination which specifies the grounds for termination and
a statement of supporting facts.

       Section 8.5         Termination without Cause . Subject to the provisions of Section 8.6 of this Agreement, Employee’s
employment hereunder may be terminated by Employer without Cause at any time and without prior notice to Employee.

         Section 8.6          Payments upon Termination without Cause . In the event that Employee’s employment with Employer is
terminated by Employer without Cause pursuant to Section 8.5, above, then Employee shall be entitled to receive payment of one (1) month of
Employee’s base salary in effect as of the date of such termination. The severance payments will be made in accordance with the normal
payroll cycle of Employer and subject to any required tax withholdings and deductions. In the event that Employee breaches any of the
covenants set forth in Article 2, above, Employer shall have no further obligation to provide, and Employee shall have no further right to
receive, any payments or benefits pursuant to this Section 8.6.

          Section 8.7         Return of Documents. Upon the termination of Employee's employment with Employer for any reason,
including without limitation termination by the Employer for Cause, Employee shall promptly deliver to Employer all correspondence,
manuals, orders, letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements, and any documents and copies
concerning Employer’s customers or concerning products or processes used by Employer and, without limiting the foregoing, will promptly
deliver to the Employer any and all other documents or material containing or constituting trade secrets.

                                                  ARTICLE 9. GENERAL PROVISIONS

Section 9.1.          Notices. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by
personal delivery or facsimile or overnight mail. Notices shall be addressed to the parties at the addresses below. Such notice or
communication shall be deemed to have been given or made, as of the date of delivery, as evidenced by a signed declaration under penalty of
perjury in the event of personal delivery, as evidenced by a facsimile confirmation sheet in the event of facsimile delivery, or as evidenced by
prove of overnight delivery in the event of delivery by overnight courier.

         If to Employer:                     General Merchant Solutions, Inc.
                                             2183 Fairview Road, Suite 101
                                             Costa Mesa, CA 92627
                                             Attn. James Pakulis
                                             Facsimile (949) 515-1625

         with a copy to:                     The Lebrecht Group, APLC
                                             9900 Research Drive
                                             Irvine, CA 92618
                                             Attn: Craig V. Butler, Esq.
                                             Facsimile: (949) 635-1244


                                                                        7
         If to Employee:                    David Johnson


                                            Facsimile:

Section 9.2.         Arbitration.

         (a)       Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions,
or conditions of this agreement shall on written request of either party served on the other be submitted to arbitration.

         (b)      Employer and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so
appointed are unable to agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both
parties.

         (c)       The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

         Section 9.3.        Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
to which that party may be entitled. This provision shall be construed as applicable to the entire contract.

         Section 9.4.        Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between
the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the
parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either
party.

          Section 9.5.        Modifications. Any modification of this agreement will be effective only if it is in writing and signed by the
party to be charged.

         Section 9.6.        Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or
conditions of this agreement by the other party shall not be deemed a waiver or relinquishment of any right or power at any one time or times
be deemed a waiver or relinquishment of that right or power for all or any other times.

         Section 9.7.         Partial Invalidity. If any provision in this agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

         Section 9.8.          Law Governing Agreement/Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of California. Any legal action, suit, arbitration, or proceeding arising from or relating to this Agreement shall be brought
and maintained in the appropriate court or arbitrator located in and with jurisdiction over Orange County, California and the parties hereby
submit to the jurisdiction thereof.


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         Section 9.9.          Understanding Agreement. Employee has read and fully understands the points listed above and has agreed to
adhere to all sections as presented. Employee has had an opportunity to seek the advice of legal counsel regarding the terms of this agreement.

       Section 9.10.         Assignment . This Agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the
Employee.

         Section 9.11.      Amendment . This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the
terms or covenants hereof may be waived, only by a written instrument executed by both parties as hereto, as in the case of a waiver, by the
party waiving compliance.

         IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this
Amendment as of the date first above written. This agreement may be signed in counterparts and facsimile signatures are treated as original
signatures.

“Employer”                                                 “Employee”

General Management Solutions, Inc.                         David Johnson
a California corporation                                   an individual

/s/ James Pakulis                                          /s/ David Johnson
By: James Pakulis                                          By: David Johnson
Its: President


                                                                      9
                                                                                                                            EXHIBIT 10.17

                                                     EMPLOYMENT AGREEMENT

 This Employment Agreement is entered this 10 th day of January, 2011, by and between General Management Solutions, Inc., a California
corporation (the “Employer”), and James Johnson , hereinafter referred to as “Employee,” in consideration of the mutual promises made
herein, agree as follows:

                                                ARTICLE 1. AT-WILL EMPLOYMENT

Section 1.1.        At-Will Employment. Employer hereby employs Employee and Employee hereby accepts employment with Employer on
an at-will basis, with both Employer and Employee able to terminate the employment relationship at any time, with or without cause. This
at-will status can only be changed by a writing signed by Employer’s President.

Section 1.2.         Annual Review. Employer will grant Employee an annual review. This annual review may result in a corresponding
increase in salary to Employee, but any increase in salary is in the sole discretion of Employer.

                                     ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE

          Section 2.1.       General Job Responsibilities. Employee is being hired for the position of Project Manager for the
Employer. Employee represents they have a deep and broad understanding of the web and website governance issues. Employee shall report
directly to President & Chief Strategy Officer Doug Francis, and work in conjunction with David Johnson and Robert Johnson . In that
capacity, Employee shall do and perform the following services:

                 Work directly for President & COO Doug Francis
                 Manage internet marketing for all current or future entities related to the parent company, General Cannabis, Inc.,
                  specifically General Marketing Solutions (“GMS”).
                 Assist in ongoing management and training of the call centers
                 Assist President in the creation of new development department(s)
                 Assist in sales force implementation and best practices across all entities
                 Assist President in establishing closed ended metrics via Salesforce and phone system(s)
                 Assist in the creation and management of Backbone CMS architecture
                 Project manage on the expansion of existing properties and the development of new verticals
                 Ongoing development of new opportunities and verticals
                 With the President’s approval, creation and implementation of new ideas and the improvement of existing models

Section 2.2.       Matters Requiring Consent of Employer’s. Employee shall not, without specific written approval of the Employer’s
President or CEO, do or contract to do any of the following:

        (1)       Bind the Employer to any contract or agreement outside the Employer’s ordinary course of business (meaning – insert
                  primary business of company) that could cause the Employer to expend in excess of $1,000.00 (One Thousand Dollars); or
        (2)       Bind the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary
                  or involuntary;
        (3)       Bind the Employer to a sale of all or substantially all of the assets of the Employer;
         (4)       Bind the Employer to a transaction that would result in a change of the control of the Employer;
         (5)       Bind the Employer to any transaction that would result in the issuance of any shares of any class of stock of the Employer
                   after the date of this Agreement, or any security convertible into or exchangeable for any shares of any class of the
                   Employer’s stock;
         (6)       Guaranty any debt or obligation in the name of the Employer; or
         (7)       Any other matter prohibited by the Employer’s written practices and policies that have been, or will be, distributed to
                   Employer’s employees.

         Section 2.3.        Devotion to Employer’s Business.

           (a)      Subject to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and
skill to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities set
forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere with
Employee’s obligations, duties and responsibilities to Employer hereunder.

 (b)       During Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or
directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for
compensation or otherwise, that competes or could compete with Employer or interfere with Employee’s obligations, duties and responsibilities
to Employer hereunder, without the prior written consent of Employer’s CEO. However, the expenditure of reasonable amounts of time for
educational, charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere
with the services required under this agreement and shall not require the prior written consent of Employer’s CEO.

          (c)       This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting
private business affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the term
of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any interest in any business competing with or
similar in nature to the business of Employer.

         Section 2.4.         Competitive Activities. While Employee is an employee of Employer, and for a period of one (1) year after
termination, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal partner, stockholder,
corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that competes with any or
all of Employer’s businesses. Employee acknowledges that this non-compete provision itself survives the termination of the employment
agreement.

         Section 2.5.       Uniqueness of Employee’s Services. Employee hereby represents and agrees that the services to be performed by
Employee under this agreement are of a special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressly agrees that
Employer, in addition to any other rights or remedies that the Employer may posses, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this contract by Employee. The parties are aware that under California law specific performance may not be
available to enforce all breaches of this agreement but acknowledge that for all such material breaches of this agreement the non-breaching
party would be harmed and both parties agree that this harm will be recoverable through monetary damages.
         Section 2.6.       Trade Secrets.

         (a)      The parties acknowledge and agree that during Employee’s employment and in the course of the discharge of his duties
hereunder, Employee shall have access to and become acquainted with information concerning the operation and processes of Employer,
including without limitation, financial, personnel, sales, and other information that is owned by Employer’s business, and that such information
constitutes Employer’s trade secrets (“Trade Secrets”).

          (b)      Employee specifically agrees that she shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or
indirectly to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is
required in the course of his employment hereunder.

         (c)      Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets
obtained by Employee during the course of his employment with Employer, including information concerning Employer’s current or any future
and proposed work, services, or products, the facts that any such work production, as well as any descriptions thereof, would constitute unfair
trade practices and unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s
employment or at any other time thereafter.

        (d)      Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to
Employer’s business, whether prepared by Employee or others, are also considered Trade Secrets and that they are and shall remain exclusively
the property of Employer and that they shall be removed from the premises of Employer only with the express prior written consent of
Employer. Employee shall not solicit or hire any client(s) or employee(s) of Employer for one (1) year following termination of
employment. Trade Secrets do not include: (1) information that was in the public domain at the time of disclosure; or (2) information that
subsequently becomes part of public knowledge or literature through a deliberate act of Employer or Employee as of the date of its becoming
public.

        Section 2.7        Employee Indemnification. Employee shall indemnify and hold Employer harmless from all liability for loss,
damage, or injury to persons or property resulting from the negligence or misconduct of Employee. In addition, Employee shall indemnify and
hold Employer harmless from all liability for loss, damage, or injury to persons or property as a result of a claim against Employer, or any of its
employees, from any of Employee’s former employers.

          Section 2.8         Discoveries. All inventions, discoveries, ideas, and other intellectual property rights (“Intellectual Property”)
made or conceived by Employee, either solely or jointly with others, whether they can be patented or not, to the extent related to and arising out
of Employee’s performance under this Agreement shall be promptly and fully disclosed to the Employer, considered work for hire and all right,
title and interest thereto anywhere in the world shall be the Employer’s property. In the event that such inventions, discoveries and ideas are
not considered work for hire for any reason, Employee hereby unconditionally assigns to the Employer all of his right, title and interest
therein. Employee agrees to execute any and all documents deemed necessary by the Employer to effectuate the foregoing at any time, whether
before or after the expiration or earlier termination of this Agreement. Compensation for any such inventions, discoveries or ideas shall be
deemed to be included in the compensation paid to Employee hereunder.
                                             ARTICLE 3. OBLIGATIONS OF EMPLOYER

         Section 3.1.      General Description. Employer shall provide Employee with the compensation, incentives, benefits, and
business expense reimbursement specified elsewhere in this agreement.

          Section 3.2.         Office and Staff. Employer shall provide Employee with an office, office equipment, supplies, and other
facilities and services, suitable to Employee’s position and adequate for the performance of his duties. Employee shall work from the
Employer’s corporate headquarters, which is current located in Costa Mesa, California. Employee is required to spend time at the Employer’s
corporate headquarters and in the field as necessary to effectively carry out his job duties and responsibilities, maintain team continuity and
direction, grow and maximize sales, and to achieve his established goals. Employee understands and agrees that frequent travel may be
necessary to accomplish his job responsibilities outlined herein.

                                            ARTICLE 4. COMPENSATION OF EMPLOYEE

        Section 4.1.        Annual Salary.

        (a)      As compensation for the services to be rendered hereunder, Employee shall receive a monthly salary at the rate of
$12,500.00 payable twice a month.

         (b)       Employee may receive such annual increases in salary as may be determined by Employer in its sole discretion on the
anniversary of this Agreement or sooner as determined by the Employer. Nothing herein requires Employer to increase Employee’s salary at
any time.

       (c)        Employee shall receive a $10,000 signing bonus upon execution of this contract and commencement of employment with the
Employer.

         Section 4.2.     Tax Withholding . Employer shall have the right to deduct or withhold from the compensation due to Employee
hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may be
enacted and become applicable in the future.
                                                 ARTICLE 5. EMPLOYEE INCENTIVES

Section 5.1.    Bonus Plan. In addition to Employee’s annual salary set forth in Section 4.1, and predicated on Employee’s continuing
employment, Employee will be entitled to the following:

Section 5.2.       Bonus Stock Options. Within sixty (60) days after the Securities and Exchange Commission declares the Registration
Statement on Form S-1 to be filed by Employer, effective, Employee will be issued an Incentive Stock Option (“ISO”) to purchase up to Seven
Hundred Thousand (700,000) shares of Employer’s common stock. The ISO will have an exercise price equal to 85% of the fair market value
of the Employer’s common stock on the date of grant.

The ISO will vest according to the following schedule:

(i)      If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1 st , 2011 through December 31 st , 2011, from the
annual gross sales from January 1 st , 2010 through December 31 st , 2010, then employee will vest in one quarter of the ISO shares (i.e. will be
able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the
Employer’s common stock );

(ii)      If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1 st , 2012 to December 31 st , 2012 from the annual
gross sales from January 1 st , 2011 through December 31 st , 2011, then Employee will vest in one quarter of the ISO shares (i.e. will be able to
exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s
common stock);

(iii)     If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1 st , 2013 to December 31 st , 2013 from the annual
gross sales from January 1 st , 2012 through December 31 st , 2012 then Employee will vest in one quarter of the ISO shares(i.e. will be able to
exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s
common stock);

(iv)    If GMS’ annual gross sales increase at least Fifty Percent (50%) or greater from January 1 st , 2014 to December 31 st , 2014 from the
annual gross sales from January 1 st , 2013 through December 31 st , 2013 then Employee will vest in one quarter of the ISO shares(i.e. will be
able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the
Employer’s common stock).

          Section 5.3.       Must Be Employed. In order for Employee to earn the incentives listed in this Section, Employee must be
employed by Employer in the same capacity as listed in Section 2.1 above, at the time the incentive is earned. Alternatively, Employee is
entitled to the above compensation if Employee is employed by Employer in a different position, if approved by the Employer, at Employer’s
sole discretion. If Employee is terminated then any unearned incentives will expire immediately.

                                                   ARTICLE 6. EMPLOYEE BENEFITS

Section 6.1.         Eligibility. Employee will be entitled to begin accruing the benefits listed in this Section immediately after Employee’s
start date, unless otherwise stated below.

Section 6.2.       Annual Vacation. Employer offers ten days paid vacation leave, to be accrued 12 months after Employees initial start
date.
Section 6.3.       Sick Leave. Employer offers seven days medical (non-paid) sick leave. Sick leave days are earned via an accrual basis.

Section 6.4.       Medical Coverage. Employer offers Kaiser medical insurance.

Section 6.5.       Retirement Plan. Employer offers a 401(k) plan, non-matching at this time.

                                                    ARTICLE 7. BUSINESS EXPENSES

Section 7.1.       Reimbursement of Other Business Expenses.

 (a)     Employer shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of
Employer, conditional on Employee receiving written authorization from the President or CEO, prior to including such expense.

          (b)      Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of Employer.

        (c)       Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other
documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.

                                            ARTICLE 8. TERMINATION OF EMPLOYMENT

       Section 8.1.        Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer or
Employee at any time for any reason, with or without cause.

        Section 8.2.        Termination Upon Death. Employee’s employment hereunder shall terminate upon his death, in which event the
Employer shall pay to such person as the Employee shall have designated in a written notice filed with the Employer, or if no such person shall
have been designated to his estate, all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses through the date of termination.

          Section 8.3.       Termination Upon Disability. If, as a result of a permanent mental or physical disability, Employee shall have
been absent from his duties hereunder on a full-time basis for three (3) consecutive months, (“Disability”) and, within thirty (30) days after the
Employer notifies Employee in writing that it intends to replace him, (which notice can be given at the end of the second month during such
three-month period), Employee shall not have returned to the complete performance of his duties on a full-time basis, the Employer shall be
entitled to terminate Employee’s employment. In addition, Employee shall, upon his Disability, have the right to terminate his employment
with Employer. If such employment is terminated (whether by the Employer or Employee) as a result of Employee’s Disability, then Employer
shall pay, if applicable, to Employee all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses, through the date of termination.
          Section 8.4.           Termination for Cause. Employer shall be entitled to terminate Employee’s employment for Cause, in which
event Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of
business expenses, through the date of termination. For purposes of this agreement, “Cause” shall mean (i) the conviction of Employee of a
felony, (ii) the commission by Employee of an act of fraud or embezzlement involving assets of the Employer or its customers, suppliers or
affiliates, (iii) a willful breach or habitual neglect of Employee’s duties which he is required to perform under the terms of his employment (See
Section 2.1, above), (iv) refusal to timely produce any and all documentation related to the Employer’s business to the President upon request
there from, or (v) gross misconduct or gross negligence in connection with the business of the Employer or an affiliate which has a material
adverse effect on the Employer and any subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to Employee a notice of termination which specifies the grounds for termination and
a statement of supporting facts.

        Section 8.5       Termination without Cause . Subject to the provisions of Section 8.6 of this Agreement, Employee’s employment
hereunder may be terminated by Employer without Cause at any time and without prior notice to Employee.

         Section 8.6         Payments upon Termination without Cause . In the event that Employee’s employment with Employer is
terminated by Employer without Cause pursuant to Section 8.5, above, then Employee shall be entitled to receive payment of one (1) month of
Employee’s base salary in effect as of the date of such termination. The severance payments will be made in accordance with the normal
payroll cycle of Employer and subject to any required tax withholdings and deductions. In the event that Employee breaches any of the
covenants set forth in Article 2, above, Employer shall have no further obligation to provide, and Employee shall have no further right to
receive, any payments or benefits pursuant to this Section 8.6.

          Section 8.7        Return of Documents. Upon the termination of Employee's employment with Employer for any reason,
including without limitation termination by the Employer for Cause, Employee shall promptly deliver to Employer all correspondence,
manuals, orders, letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements, and any documents and copies
concerning Employer’s customers or concerning products or processes used by Employer and, without limiting the foregoing, will promptly
deliver to the Employer any and all other documents or material containing or constituting trade secrets.

                                                  ARTICLE 9. GENERAL PROVISIONS

Section 9.1.        Notices. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by
personal delivery or facsimile or overnight mail. Notices shall be addressed to the parties at the addresses below. Such notice or
communication shall be deemed to have been given or made, as of the date of delivery, as evidenced by a signed declaration under penalty of
perjury in the event of personal delivery, as evidenced by a facsimile confirmation sheet in the event of facsimile delivery, or as evidenced by
prove of overnight delivery in the event of delivery by overnight courier.

         If to Employer:                                 General Merchant Solutions, Inc.
                                                         2183 Fairview Road, Suite 101
                                                         Costa Mesa, CA 92627
                                                         Attn. James Pakulis
                                                         Facsimile (949) 515-1625

         with a copy to:                                 The Lebrecht Group, APLC
                                                         9900 Research Drive
                                                         Irvine, CA 92618
                                                         Attn: Craig V. Butler, Esq.
                                                         Facsimile: (949) 635-1244
         If to Employee:                             James Johnson


                                                     Facsimile:

Section 9.2.       Arbitration.

         (a)       Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions,
or conditions of this agreement shall on written request of either party served on the other be submitted to arbitration.

         (b)      Employer and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so
appointed are unable to agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both
parties.

         (c)       The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

         Section 9.3.       Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
to which that party may be entitled. This provision shall be construed as applicable to the entire contract.

         Section 9.4.       Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between
the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the
parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either
party.

          Section 9.5.       Modifications. Any modification of this agreement will be effective only if it is in writing and signed by the
party to be charged.

         Section 9.6.       Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or
conditions of this agreement by the other party shall not be deemed a waiver or relinquishment of any right or power at any one time or times
be deemed a waiver or relinquishment of that right or power for all or any other times.

         Section 9.7.        Partial Invalidity. If any provision in this agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

          Section 9.8.       Law Governing Agreement/Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. Any legal action, suit, arbitration, or proceeding arising from or relating to this Agreement shall be brought and
maintained in the appropriate court or arbitrator located in and with jurisdiction over Orange County, California and the parties hereby submit
to the jurisdiction thereof.
         Section 9.9.         Understanding Agreement. Employee has read and fully understands the points listed above and has agreed to
adhere to all sections as presented. Employee has had an opportunity to seek the advice of legal counsel regarding the terms of this agreement.

       Section 9.10.        Assignment . This Agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the
Employee.

         Section 9.11.    Amendment . This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the
terms or covenants hereof may be waived, only by a written instrument executed by both parties as hereto, as in the case of a waiver, by the
party waiving compliance.

         IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this
Amendment as of the date first above written. This agreement may be signed in counterparts and facsimile signatures are treated as original
signatures.

“Employer”                                                                “Employee”

General Management Solutions, Inc.                                        David Johnson
a California corporation                                                  an individual

/s/ James Pakulis                                                         /s/ James Johnson
By: James Pakulis                                                         By: James Johnson
Its: President
                                                                                                                                 EXHIBIT 10.18




                                                     GENERAL CANNABIS, INC.

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE,
RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER,
THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                                                COMMON STOCK PURCHASE WARRANT

          THIS IS TO CERTIFY that, for value received, Crystal Research Associates, LLC (the “Holder”) is entitled, subject to the terms and
conditions set forth herein, to purchase from General Cannabis, Inc., (f/k/a LC Luxuries Ltd.), a Nevada corporation (the “Company”) up to
Two Hundred Fifty Thousand (250,000) fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at
the initial price of $4.00 per share but subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s
check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company’s offices.

        This Warrant is being issued to Holder as consideration under that certain Letter of Agreement between Holder and the Company
dated October 5, 2010.

        1.       Exercisability . This Warrant may be exercised in whole or in part at any time, or from time to time, between the date
hereof and October 5, 2014 by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and
accompanied by payment by check or wire transfer of the Exercise Price..

         2.         Manner of Exercise . In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant
upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the
exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in
any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in
respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of
the Holder.


                                                                   Page 1 of 6
         If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates
representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached
hereto duly executed, and accompanied by payment of the purchase price.

           3.      Adjustment in Number of Shares .

                  (A)         Adjustment for Reclassifications . In case at any time or from time to time after the issue date the holders of the
Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have
received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without
payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification,
combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in
each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock
and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of
record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period
from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and
property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any
such adjustment, the Exercise Price shall be adjusted proportionally.

                   (B)           Adjustment for Reorganization, Consolidation, Merger . In case of any reorganization of the Company (or any
other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case,
after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided
in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in
lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of
stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

           4.      No Requirement to Exercise . Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this
Warrant.

          5.        No Stockholder Rights . Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any
voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no
dividends shall be payable or accrue in respect of this Warrant.


                                                                     Page 2 of 6
         6.         Exchange . This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like
tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to
represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

         Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and,
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable
expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like
tenor and amount, in lieu hereof.

          7.         Elimination of Fractional Interests . The Company shall not be required to issue certificates representing fractions of
securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional
interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise
of this Warrant.

         8.        Reservation of Securities . The Company shall at all times reserve and keep available out of its authorized shares of
Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon
exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall
be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

         9.        Notices to Holder . If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall
occur:

                  (a)       the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to
         receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of
         current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

                  (b)       the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the
         Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to
         subscribe therefor; or

                   (c)        a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger)
         or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.


                                                                   Page 3 of 6
then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the
date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend,
distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

      10.           Transferability . This Warrant may not be transferred or assigned by the Holder without the express written consent of the
Company.

         11.         Informational Requirements . The Company will transmit to the Holder such information, documents and reports as are
generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

         12.        Notice . Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered
personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date
of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company’s books and
records.

         13.        Consent to Jurisdiction and Service . The Company consents to the jurisdiction of any court of the State of California, and
of any federal court located in California, in any action or proceeding arising out of or in connection with this Warrant. The Company waives
personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof
may be made at the location provided in Section 12 hereof, or, in the alternative, in any other form or manner permitted by law. Orange
County, California shall be proper venue.

      14.        Successors . All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the
Company, the Holder and their respective legal representatives, successors and assigns.

          15.        Attorneys Fees. Should either party commence any action, suit or proceeding to enforce this Warrant or any term or
provision hereof, then in addition to any other damages or awards that may be granted to the prevailing party, the prevailing party shall be
entitled to have and recover from the other party such prevailing party’s reasonable attorneys’ fees and costs incurred in connection therewith.

      16.      Governing Law . THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE
LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.


                                                                   Page 4 of 6
         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its Chief Executive Officer and to
be delivered in Newport Beach, California.

Dated: April 13, 2011                                                           General Cannabis, Inc.,
                                                                                a Nevada corporation

                                                                                /s/ James Pakulis
                                                                                By:    James Pakulis
                                                                                Its:   Chief Executive Officer

Acknowledged:

Crystal Research Associates, LLC

/s/ signature illegible
By:
Its:


                                                             Page 5 of 6
                                                [FORM OF ELECTION TO PURCHASE]

         The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by this
Warrant Certificate for, and to purchase securities of General Cannabis, Inc. and herewith makes payment of $__________ therefor, and
requests that the certificates for such securities be issued in the name of, and delivered to ___________________, whose address is
______________________________.

Dated: ____________________, 20___


                                                                               By:
                                                                               Its:
                                                                               (Signature must conform in all respects to name of holder as
                                                                               specified on the face of the Warrant Certificate)


                                                                               (Insert Social Security or Other
                                                                               Identifying Number of Holder)


                                                               Page 6 of 6
                                                                                                                                EXHIBIT 10.19




                                                       Letter of Agreement between
                                          Crystal Research Associates, LLC and LC Luxuries Ltd.

Date October 5, 2010

Crystal Research Associates, LLC (CRA), whose primary office is located at 880 3 rd Avenue, 6 th Floor, New York, NY 10022, is being
contracted to write an Executive Informational Overview ® (EIO ® ) and accompanying quarterly updates, and to create a video interview to be
available on investortube.net , by and for LC Luxuries Ltd., 3416 Via Lido, Suite F, Newport Beach, CA 92663.

CRA will compile the EIO ® from previously announced, publicly disseminated information in full compliance with Regulation FD (Fair
Disclosure) of the U.S. Securities and Exchange Commission (SEC). The EIO ® shall be an extended report consisting of 30 to 60+ pages,
without maximum, augmented with extensive market perspective written by CRA. Upon completing the EIO ® , CRA will submit the
document to LC Luxuries Ltd. management for approval. The content of the EIO ® will be the responsibility of LC Luxuries Ltd., and LC
Luxuries Ltd. shall have the right at its sole discretion to edit such content. As well, CRA will create a video interview of LC Luxuries Ltd. to
be available on investortube.net . Additionally, in the calendar year following publication of the initial extended EIO ® , CRA shall contact LC
Luxuries Ltd. in order to write four (4) quarterly updates of approximately 8-16 pages each, such updates based upon LC Luxuries Ltd. news
announcements, focus, and product development. In year two of this Agreement, CRA will update the base EIO ® and, as well, contact LC
Luxuries Ltd. in order to provide four (4) additional quarterly updates.

The final version of the EIO ® will be delivered in Portable Document Format (via Adobe Acrobat PDF) file to LC Luxuries Ltd. Before
release of a final PDF file for distribution, the Company will be required to acknowledge approval of the content of the EIO ® by having the
Chairman, President, or Chief Financial Officer initial, sign, and return by fax or mail to CRA a hard copy.

LC Luxuries Ltd. will choose the quantity of hard copies that will be printed by CRA (ranging from a minimum of 1,000 copies) and CRA will
be the sole source of any such reproduction or printing of reports. CRA is contracted with a high-quality printer which standardizes our EIO ®
’s. The standardization is critical to ensuring consistent quality of product by our firm. CRA will submit the printing estimate to the Company
for approval prior to print. LC Luxuries Ltd. will be responsible for any charges related to printing and shipping. CRA reserves the right to
post the approved LC Luxuries Ltd. EIO ® ’s, quarterly updates, and video interview on its website, www.crystalra.com , and other distribution
mediums at no additional cost to LC Luxuries Ltd.

The duration of this Agreement is two (2) years, inclusive. The cost for the first year, including the initial extended EIO ® report (which is not
to exceed two (2) revisions), the four quarterly (4) updates (which are not a condition precedent to payment of the full fee for the first year),
and the video interview of LC Luxuries Ltd., is seventy two thousand five hundred U.S. dollars (US $72,500) and two hundred fifty thousand
(250,000) four year warrants/options of LC Luxuries Ltd. at the current stock price as of the date of this agreement. The first payment and
warrant/option paperwork is due upon the signing of this Agreement and consists of a cash fee of forty two thousand five hundred U.S. dollars
(US $42,500). The remaining balance of thirty thousand U.S. dollars (US $30,000) is to be paid within ten (10) calendar days of receiving the
first draft of the initial extended EIO ® report. In addition, payment for year two of this Agreement is forty two thousand U.S. dollars (US
$42,000) due on October 5, 2011. LC Luxuries Ltd. will be responsible for one roundtrip airfare and related expenses to visit its facilities and
conduct due diligence at headquarters.

Please acknowledge your acceptance of these terms by signing and faxing Agreement to (609) 395-9339, and then mailing the original along
with the initial payment to Crystal Research Associates, LLC (CRA) at 23 Scottsdale Court, Cranbury, NJ 08512



General Cannabis Inc.

Name:     /s/ Jim Pakulis
Title:    CEO
Date:     11/14/2010
   Crystal Research Associates, LLC
23 Scottsdale Court, Cranbury, NJ 08512
 P: (609) 306-2274 F: (609) 395-9339
          www.crystalra.com
EXHIBIT 10.20
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                                                                                                                        EXHIBIT 10.21
                                         TERMINATION OF CONSULTING AGREEMENT

 Effective as of April 1, 2011, upon execution of the Employment Agreement dated August 1, 2011 by and between General Cannabis, Inc., a
Nevada corporation and Douglas Francis, that certain Consulting Agreement dated as of November 19, 2010, as amended on February 22,
2011, is terminated. Neither party will have any further obligations thereunder.

 IN WITNESS WHEREOF, the parties hereto have caused this Termination of Consulting Agreement to be duly executed as of the date first
written above.

“Company”                                                           “Consultant”

General Cannabis, Inc.,
a Nevada corporation

/s/ James Pakulis                                                   /s/ Douglas Francis
By: James Pakulis                                                   By: Douglas Francis
Its: CEO
                                                                                                                                   EXHIBIT 10.22

                                                        EMPLOYMENT AGREEMENT

 This Employment Agreement is entered this 1st day of August, 2011, by and between General Cannabis, Inc., a Nevada corporation (the
“Employer”), and Douglas Francis , hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as
follows:

                                                   ARTICLE 1. AT-WILL EMPLOYMENT

Section 1.1.       Effective Date of Employment; At-Will Employment. The effective date of Employee’s employment with Employer is
April 1, 2011. Employer hereby employs Employee and Employee hereby accepts employment with Employer on an at-will basis, with both
Employer and Employee able to terminate the employment relationship at any time, with or without cause. This at-will status can only be
changed by a writing signed by Employer’s President.

Section 1.2.         Annual Review. Employer will grant Employee an annual review. This annual review may result in a corresponding
increase in salary to Employee, but any increase in salary is in the sole discretion of Employer.

                                       ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE

          Section 2.1.        General Job Responsibilities. Employee is being hired for the position of President and Chief Strategy Officer
for the Employer. Employee shall report directly to Employer’s Chairman of the Board and Chief Executive Officer . In that capacity,
Employee shall be responsible for performing those duties for the Company consistent with the position of President of a company and as may
from time to time be reasonably assigned to or requested of Employee by the Company’s Chief Executive Officer or its Board of
Directors. Employee shall use his reasonable efforts to perform faithfully and effectively such responsibilities. Employee shall conduct all of
his activities in a manner so as to maintain and promote the business and reputation of the Company.

Section 2.2.      Matters Requiring Consent of Employer. Employee shall not, without specific written approval of the Employer’s CEO
and Board of Directors, do or contract to do any of the following:

         (1)       Bind the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary
                   or involuntary;
         (2)       Bind the Employer to a sale of all or substantially all of the assets of the Employer;
         (3)       Bind the Employer to a transaction that would result in a change of the control of the Employer;
         (4)       Bind the Employer to any transaction that would result in the issuance of any shares of any class of stock of the Employer
                   after the date of this Agreement, or any security convertible into or exchangeable for any shares of any class of the
                   Employer’s stock;
         (5)       Guaranty any debt or obligation in the name of the Employer; or
         (6)       Any other matter prohibited by the Employer’s written practices and policies that have been, or will be, distributed to
                   Employer’s employees.

         Section 2.3.        Devotion to Employer’s Business.

           (a)      Subject to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and
skill to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities set
forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere with
Employee’s obligations, duties and responsibilities to Employer hereunder.


                                                                    Page 1 of 7
 (b)       During Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or
directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for
compensation or otherwise, that competes or could compete with Employer or interfere with Employee’s obligations, duties and responsibilities
to Employer hereunder, without the prior written consent of Employer’s CEO and Board of Directors. However, the expenditure of reasonable
amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not
materially interfere with the services required under this agreement and shall not require the prior written consent of Employer’s CEO or Board
of Directors.

          (c)       This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting
private business affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the term
of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any interest in any business competing with or
similar in nature to the business of Employer.

         Section 2.4.         Competitive Activities. While Employee is an employee of Employer, and for a period of one (1) year after
termination, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal partner, stockholder,
corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that competes with any or
all of Employer’s businesses. Employee acknowledges that this non-compete provision itself survives the termination of the employment
agreement.

         Section 2.5.        Uniqueness of Employee’s Services. Employee hereby represents and agrees that the services to be performed
by Employee under this agreement are of a special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressly agrees that
Employer, in addition to any other rights or remedies that the Employer may posses, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this contract by Employee. The parties are aware that under California law specific performance may not be
available to enforce all breaches of this agreement but acknowledge that for all such material breaches of this agreement the non-breaching
party would be harmed and both parties agree that this harm will be recoverable through monetary damages.

         Section 2.6.       Trade Secrets.

         (a)      The parties acknowledge and agree that during Employee’s employment and in the course of the discharge of his duties
hereunder, Employee shall have access to and become acquainted with information concerning the operation and processes of Employer,
including without limitation, financial, personnel, sales, and other information that is owned by Employer’s business, and that such information
constitutes Employer’s trade secrets (“Trade Secrets”).

          (b)      Employee specifically agrees that she shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or
indirectly to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is
required in the course of his employment hereunder.


                                                                   Page 2 of 7
         (c)      Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets
obtained by Employee during the course of his employment with Employer, including information concerning Employer’s current or any future
and proposed work, services, or products, the facts that any such work production, as well as any descriptions thereof, would constitute unfair
trade practices and unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s
employment or at any other time thereafter.

        (d)      Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to
Employer’s business, whether prepared by Employee or others, are also considered Trade Secrets and that they are and shall remain exclusively
the property of Employer and that they shall be removed from the premises of Employer only with the express prior written consent of
Employer. Employee shall not solicit or hire any client(s) or employee(s) of Employer for one (1) year following termination of
employment. Trade Secrets do not include: (1) information that was in the public domain at the time of disclosure; or (2) information that
subsequently becomes part of public knowledge or literature through a deliberate act of Employer or Employee as of the date of its becoming
public.

        Section 2.7        Employee Indemnification. Employee shall indemnify and hold Employer harmless from all liability for loss,
damage, or injury to persons or property resulting from the negligence or misconduct of Employee. In addition, Employee shall indemnify and
hold Employer harmless from all liability for loss, damage, or injury to persons or property as a result of a claim against Employer, or any of its
employees, from any of Employee’s former employers.

          Section 2.8         Discoveries. All inventions, discoveries, ideas, and other intellectual property rights (“Intellectual Property”)
made or conceived by Employee, either solely or jointly with others, whether they can be patented or not, to the extent related to and arising out
of Employee’s performance under this Agreement shall be promptly and fully disclosed to the Employer, considered work for hire and all right,
title and interest thereto anywhere in the world shall be the Employer’s property. In the event that such inventions, discoveries and ideas are
not considered work for hire for any reason, Employee hereby unconditionally assigns to the Employer all of his right, title and interest
therein. Employee agrees to execute any and all documents deemed necessary by the Employer to effectuate the foregoing at any time, whether
before or after the expiration or earlier termination of this Agreement. Compensation for any such inventions, discoveries or ideas shall be
deemed to be included in the compensation paid to Employee hereunder.

                                              ARTICLE 3. OBLIGATIONS OF EMPLOYER

         Section 3.1.      General Description. Employer shall provide Employee with the compensation, incentives, benefits, and
business expense reimbursement specified elsewhere in this agreement.

          Section 3.2.        Office and Staff. Employer shall provide Employee with an office, office equipment, supplies, and other
facilities and services, suitable to Employee’s position and adequate for the performance of his duties. Employee shall work from the
Employer’s corporate headquarters, which is currently located in Newport Beach, California. Employee is required to spend time at the
Employer’s corporate headquarters and in the field as necessary to effectively carry out his job duties and responsibilities, maintain team
continuity and direction, grow and maximize sales, and to achieve his established goals. Employee understands and agrees that frequent travel
may be necessary to accomplish his job responsibilities outlined herein.


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                                             ARTICLE 4. COMPENSATION OF EMPLOYEE

         Section 4.1.       Salary.

         (a)     As compensation for the services to be rendered hereunder, Employee shall receive a monthly salary of $30,000.00, payable
twice a month ($15,000 per pay period).

         (b)       Employee may receive such annual increases in salary as may be determined by Employer in its sole discretion on the
anniversary of this Agreement or sooner as determined by the Employer. Nothing herein requires Employer to increase Employee’s salary at
any time.

         Section 4.2.     Tax Withholding . Employer shall have the right to deduct or withhold from the compensation due to Employee
hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may be
enacted and become applicable in the future.

                                                   ARTICLE 5. EMPLOYEE BENEFITS

Section 5.1.         Eligibility. Employee will be entitled to begin accruing the benefits listed in this Section immediately after Employee’s
start date, unless otherwise stated below.

Section 5.2.       Annual Vacation. Employer offers ten days paid vacation leave, to be accrued 12 months after Employees initial start
date.

Section 5.3.       Sick Leave. Employer offers seven days medical (non-paid) sick leave. Sick leave days are earned via an accrual basis.

Section 5.4.       Medical Coverage. Employer offers Kaiser medical insurance.

Section 5.5.       Retirement Plan. Employer offers a 401(k) plan, non-matching at this time.

                                                    ARTICLE 6. BUSINESS EXPENSES

Section 6.1.       Reimbursement of Other Business Expenses.

 (a)     Employer shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of
Employer, conditional on Employee receiving written authorization from the CEO prior to including such expense.

          (b)      Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of Employer.

        (c)       Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other
documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.

                                            ARTICLE 7. TERMINATION OF EMPLOYMENT

       Section 7.1.        Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer or
Employee at any time for any reason, with or without cause.


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        Section 7.2.        Termination Upon Death. Employee’s employment hereunder shall terminate upon his death, in which event the
Employer shall pay to such person as the Employee shall have designated in a written notice filed with the Employer, or if no such person shall
have been designated to his estate, all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses through the date of termination.

          Section 7.3.       Termination Upon Disability. If, as a result of a permanent mental or physical disability, Employee shall have
been absent from his duties hereunder on a full-time basis for three (3) consecutive months, (“Disability”) and, within thirty (30) days after the
Employer notifies Employee in writing that it intends to replace him, (which notice can be given at the end of the second month during such
three-month period), Employee shall not have returned to the complete performance of his duties on a full-time basis, the Employer shall be
entitled to terminate Employee’s employment. In addition, Employee shall, upon his Disability, have the right to terminate his employment
with Employer. If such employment is terminated (whether by the Employer or Employee) as a result of Employee’s Disability, then Employer
shall pay, if applicable, to Employee all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business
expenses, through the date of termination.

          Section 7.4.      Termination for Cause. Employer shall be entitled to terminate Employee’s employment for Cause, in which
event Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of
business expenses, through the date of termination. For purposes of this agreement, “Cause” shall mean (i) the commission by Employee of an
act of fraud or embezzlement involving assets of the Employer or its customers, suppliers or affiliates, (ii) a willful breach or habitual neglect
of Employee’s duties which he is required to perform under the terms of his employment (See Section 2.1, above), (iii) refusal to timely
produce any and all documentation related to the Employer’s business to the President upon request there from, or (iv) gross misconduct or
gross negligence in connection with the business of the Employer or an affiliate which has a material adverse effect on the Employer and any
subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until there shall have
been delivered to Employee a notice of termination which specifies the grounds for termination and a statement of supporting facts.

        Section 7.5       Termination without Cause . Subject to the provisions of Section 7.6 of this Agreement, Employee’s employment
hereunder may be terminated by Employer without Cause at any time and without prior notice to Employee.

         Section 7.6         Payments upon Termination without Cause . In the event that Employee’s employment with Employer is
terminated by Employer without Cause pursuant to Section 8.5, above, then Employee shall be entitled to receive payment of eighteen (18)
months of Employee’s base salary in effect as of the date of such termination. The severance payments will be made in accordance with the
normal payroll cycle of Employer and subject to any required tax withholdings and deductions. In the event that Employee breaches any of the
covenants set forth in Article 2, above, Employer shall have no further obligation to provide, and Employee shall have no further right to
receive, any payments or benefits pursuant to this Section 8.6.

          Section 7.7        Return of Documents. Upon the termination of Employee's employment with Employer for any reason,
including without limitation termination by the Employer for Cause, Employee shall promptly deliver to Employer all correspondence,
manuals, orders, letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements, and any documents and copies
concerning Employer’s customers or concerning products or processes used by Employer and, without limiting the foregoing, will promptly
deliver to the Employer any and all other documents or material containing or constituting trade secrets.


                                                                   Page 5 of 7
                                                     ARTICLE 8. GENERAL PROVISIONS

Section 8.1.        Notices. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by
personal delivery or facsimile or overnight mail. Notices shall be addressed to the parties at the addresses below. Such notice or
communication shall be deemed to have been given or made, as of the date of delivery, as evidenced by a signed declaration under penalty of
perjury in the event of personal delivery, as evidenced by a facsimile confirmation sheet in the event of facsimile delivery, or as evidenced by
prove of overnight delivery in the event of delivery by overnight courier.

         If to Employer:                General Cannabis, Inc.
                                        1300 Dove Street, Suite 100
                                        Newport Beach, CA 92660
                                        Attn. James Pakulis
                                        Facsimile (949) 515-1625

         with a copy to:                The Lebrecht Group, APLC
                                        9900 Research Drive
                                        Irvine, CA 92618
                                        Attn: Craig V. Butler, Esq.
                                        Facsimile: (949) 635-1244

         If to Employee:                Douglas Francis


                                        Facsimile:

Section 8.2.       Arbitration.

         (a)       Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions,
or conditions of this agreement shall on written request of either party served on the other be submitted to arbitration.

         (b)      Employer and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so
appointed are unable to agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both
parties.

         (c)       The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

         Section 8.3.       Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
to which that party may be entitled. This provision shall be construed as applicable to the entire contract.


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         Section 8.4.       Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between
the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the
parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either
party.

          Section 8.5.       Modifications. Any modification of this agreement will be effective only if it is in writing and signed by the
party to be charged.